2019 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
Mark Potter
Richard Bradey
(Executive Chairman)
(Non-Executive Director)
(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 EC2A 1AG 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 1903
Level 5, 115 Grenfell Street
Adelaide, South Australia 5000
Telephone:
Fax:
+44 (0) 370 703 1343
+44 (0) 370 703 6114
+61 (0) 8 8236 2300
+61 (0) 3 9473 2408
Joint Sponsoring Brokers
SI Capital Ltd
19 Berkeley Street
London, W1J 8ED
Hybridan LLP
20 Ironmonger Lane
London EC2V 8EP
2019 ANNUAL REPORT
THOR MINING PLC – CHAIRMAN’S STATEMENT – 2019 ANNUAL REPORT
The year ended 30 June 2019 was one of significant progress in all core projects, with significant advances in
each of our Molyhil and Pilot Mountain projects and significant progress with our copper investment.
Unfortunately the rebound in tungsten pricing of 2017 and early 2018 was not sustained, although it has recently
shown signs of recovery. Molybdenum and copper prices however remain robust. The view of the Board of
Directors is that our strategy for commercialisation of our key assets is realistic.
Tungsten
In August 2018, we completed an upgraded Definitive Feasibility Study (DFS)
for our Molyhil
tungsten/molybdenum project in the Northern Territory of Australia, with very positive outcomes, following
which we engaged a Corporate Advisory to assist with securing project finance. We also completed the
acquisition of a 40% interest in the nearby Bonya deposits, which were subsequently drilled with successful
outcomes.
Our objective to secure finance for Molyhil, remains core, and all activities with this project are central to that
objective.
A Scoping Study for the Pilot Mountain tungsten project in Nevada in the United States was released in
September 2018, indicating the potential for profitable operations for up to 12 years. This was followed by an
incremental upgrade in the resource estimate for the project with an additional 6.5% tungsten metal, and the
inclusion of zinc in the resource estimate. Later in the financial year we were able to announce successful
outcomes from metallurgical testwork on ore from Pilot Mountain.
Copper
The Company holds a 25% equity interest in private Australian company EnviroCopper Limited, along with rights
to increase that interest to 30%. EnviroCopper holds earn-in rights for up to 75% of each of the Kapunda and
Moonta projects, focussing upon recovery of copper and gold from these deposits via Insitu Recovery (ISR)
processes.
In July 2018, we announced that EnviroCopper subsidiary, Environmental Copper Recovery Pty Ltd, were
successful in securing an Australian Government grant of A$2.85 million towards the costs of demonstrating an
ISR process at Kapunda. We expect this grant will cover the majority of feasibility study funding requirements
for the Kapunda project.
During the year EnviroCopper Limited conducted successful recovery tests, extracting both copper and gold from
Kapunda drill samples, and established proof of concept for the Insitu Recovery process at Kapunda. Subsequent
to the end of the year, EnviroCopper Limited announced an initial resource estimate containing copper, at
Moonta, adding to the existing resource estimate for Kapunda.
Other Commodities
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 receiving consideration of 7,421,875 ordinary shares in Hawkstone. A further
7,812,500 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). In September
2019 Hawkstone announced an Indicated and Inferred Mineral Resource Estimate of 32.5 Million Tonnes grading
1,850 parts per million (ppm) Li, or 320,800 tonnes Lithium Carbonate Equivalent, reported above an 800ppm
Li cut-off.
1
During the year also, the Company acquired 100% of the shares in two Australian private companies with
tenement holdings prospective for gold and uranium.
Corporate Activities
During the year under review, Thor continued to raise funds successfully from a share placement to new and
existing investors in the United Kingdom and through the exercise of warrants.
Personnel
The board structure was enhanced with the appointment of Mark Potter on 27 August 2019.
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 future with confidence, with the Company in a significantly enhanced position in all
core assets, when compared with the same time a year ago.
While tungsten prices eased during the year, they have begun to recover and other relevant commodity prices
remain firm. Our confidence that we can secure finance for the Molyhil tungsten project remains undiminished,
while our other core investments, Pilot Mountain and EnviroCopper Limited, have advanced considerably.
Mick Billing
Chairman and Chief Executive Officer
30 September 2019
2
REVIEW OF OPERATIONS AND STRATEGIC REPORT
Molyhil Tungsten Project – Northern Territory
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 2018/19
▪ The publication of an upgraded DFS with significantly
enhanced economic outcomes.
▪ Completion of the acquisition of a 40% interest in
the nearby Bonya licence which hosts outcropping
deposits of scheelite (tungsten trioxide) as well as a
small high grade copper resource, and a series of
vanadium deposits.
▪ Early drilling success at Bonya, in particular from the
White Violet and Samarkand deposits.
Feasibility Highlights - 23 August 2018
Net Present Value (at 5% discount
rate)
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, October 2018
3
Figure 3: Map showing Bonya prospects in proximity to Molyhil
In April 2018, a drilling program was conducted by the joint venture parties at Bonya with best results,
announced 24th June 2019, and 26th June 2019, shown below:
Tungsten highlights from White Violet include;
• 27m @ 0.29% WO3 from 35m including 16m at 0.31% Cu from 43m and 7m @ 0.2% WO3 from
67m; White Violet hole 19RC020
• 12m @ 0.67% WO3 from 46m; 25m @ 0.39% WO3 from 63m and; 5m @ 0.1%WO3 from 96m;
White Violet hole 19RC021
• 29m @ 0.70% WO3 from 81m; including 13m at 1.13% WO3 from 91m; White Violet hole 19RC022
Tungsten highlights from Samarkand include;
• 13m @ 0.48% WO3 from 19m; Samarkand hole 19RC026
• 8m @ 0.45% WO3 from 38m; Samarkand hole 19RC028
• 9m @ 0.74% WO3 from 64 m including 2m @ 0.2% Cu from 69m; Samarkand hole 19RC030
Copper intersections from Samarkand include
• 5m @ 0.36% Cu from 9m including 2m @ 0.23% WO3; Samarkand hole 19RC029
• 12m @ 0.77% Cu from 22m; Samarkand hole 19RC030
• 7m @ 1.23% Cu from 37m; Samarkand hole 19RC030
A follow-up drill program is scheduled to commence late September 2019, and it is hoped that the results will
be sufficient to a produce maiden resource estimates for both the White Violet and Samarkand deposits.
The construction period for the Molyhil development is estimated at 12 months from the time finance is secured,
and discussions with various parties in order to secure finance for this purpose are proceeding.
Pilot Mountain Tungsten Project – Nevada, 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.
4
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 test work has been conducted to demonstrate that a saleable concentrate can
be produced.
Highlights 2018/19
•
In September 2018, the Company announced the
results of a scoping study which strongly suggest the
potential for a mining and processing operation at
Pilot Mountain for a period of up to 12 years.
• During the year the Company released an update to
the resource estimate for the Desert Scheelite deposit,
containing a 6.5% increase of contained tungsten,
along with, for the first time, attractive zinc grades.
•
Follow-up metallurgical studies in the form of locked
cycle testwork was successfully conducted during the
year. This resulted in the production of a high grade
scheelite concentrate grading over 68% WO₃, with
recovery of 73.6%. Further work is in progress to
improve this recovery
Metal Prices
At 30 June 2019 the selling price in Europe of Tungsten APT was US$245/mtu, while the price of Molybdenum
Roasted Concentrates was US$12.15/lb (Figure 5). Since then a seasonal slowdown in the northern hemisphere
summer, along with uncertainty in respect of the fate of the stocks held in the failed Chinese FANYA exchange
further impacted the tungsten price , however at the date of this report, the FANYA exchange stocks are reported
to have been sold and some recovery has been shown. Industry forecasts suggests this recovery should be
sustained. Molybdenum pricing has held firm at around US$12/lb for the past year.
Figure 4: Pilot Mountain Location Map
Figure 5: Tungsten & Molybdenum price movements (Argus Metals)
5
Copper Investment
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,
to be used to fund field test work and feasibility activities at Kapunda over the subsequent three years. In turn
ECR had 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 contained in the Kapunda deposit from Australian listed company, Terramin
Australia Limited (“Terramin” ASX: “TZN”).
Subsequently, a Memorandum of Understanding (MOU) announced 5 March 2019, was executed between Thor
Mining, ECR, and Environmental Metals Recovery Pty Ltd (holding earning rights, subject to due diligence, to
75% of Moonta copper project comprising the northern portion of exploration licence EL5984 held by Andromeda
Metals Limited (ASX:ADN), for the merging of the respective interests, and the formation of EnviroCopper
Limited, to hold and advance those interests.
Under the MOU, Thor has relinquished its interest in ECR and acquired a 25% interest in EnviroCopper Limited
for total funding of A$0.6million (funds already provided). Further Thor will hold the right to acquire a further
5% seed capital interest in EnviroCopper Limited for consideration of an additional A$0.4 million.
Figure 6. Kapunda Location Map
Figure 7. Schematic of Insitu Recovery process
Kapunda Copper
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.
During the year EnviroCopper Limited successfully demonstrated recovery of both copper and gold from historical
drill samples from the Kapunda field. While gold does not feature in the mineral resource estimate for Kapunda,
drill samples from a total of 14 of the historical drill holes have produced gold assays, with a better intersection
of 95.1 metres @ 3.06g/t gold.
During the next stage of work on this project, EnviroCopper Limited will conduct field pump test work 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.
6
Moonta Copper
The Moonta project comprises steeply dipping zones of copper oxide mineralisation hosted within a deep
weathering trough interpreted to extend over 11 kilometres strike length, and potentially beyond. The prospect
is entirely under sedimentary cover with variable amounts of geological data from drilling in addition to data
from geophysical surveys. Copper mineralisation within the trough is in the order of 50 to 75 metres width with
drill intersections in excess of 350 metres deep. In areas where there is enough drill information, grades appear
to be in the order of 0.18% – 0.23% copper.
Subsequent to the end of the year, on 15 August 2019,
the Company advised that EnviroCopper Limited had
announced an Inferred Resource estimate of 66.1
million tonnes (MT) grading 0.17% copper (Cu),
containing 114,000 tonnes of contained copper, at a
cutoff grade of 0.05%Cu from the Wombat Larwood
and Bruce deposits.
At a higher cutoff grade of 0.1% Cu the resource
stands at 35.4 MT grading 0.26% Cu, containing
93,000 tonnes of contained copper.
This extended the EnviroCopper Limited managed
resource inventory to 233,000tonnes of contained
copper over the Kapunda and Moonta fields.
The Moonta
is considered
resource estimate
preliminary with assays from an additional 308 holes
from these three deposits to be included in the
resource modelling once quality assurance process
are complete. Further historical drill assays from
several other deposits at Moonta show copper
mineralisation but at insufficient drill density for
mineral resource estimation.
Figure 8: Wombat section showing weathering trough
Lithium Investment
Thor holds a minority interest of 7,421,875 ordinary shares in Hawkstone Mining Limited (ASX: “HWK”),
which is exploring the Big Sandy lithium project in Arizona USA. A further 7,812,500 ordinary shares are due
to Thor provided, inter alia, that Hawkstone is able to publish by September 2021 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).
In September 2019 Hawkstone announced an Indicated and Inferred Mineral Resource Estimate of 32.5
Million Tonnes grading 1,850 parts per million (ppm) Li, or 320,800 tonnes Lithium Carbonate Equivalent,
reported above an 800ppm Li cut-off.
Gold and other commodities
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.
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.
The owners of the Spring Hill project have advised that they are progressing mine permitting, and also that
the treatment plant for toll processing the ore has been refurbished. They are hopeful of commencement of
operations during the upcoming dry season.
7
Other projects
In March 2019 the Company advised of an agreement to acquire two private Australian companies
(Hamersley Metals Pty Ltd, and Pilbara Gold Pty Ltd) with licences and applications in areas prospective for
gold and uranium in Western Australia and the Northern Territory. Two of these tenements, including the
NT March Fly uranium project have been granted. The Company has withdrawn applications for two others
following advice of significant opposition from traditional owner groups. Documentation of draft agreements
with traditional owners for site access to allow activities classed as ground disturbing are in progress for other
tenement applications.
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.
8
JORC (2012) Compliant Mineral Resources and Reserves
Table A: Molyhil Mineral Summary Resource Estimate (Reported 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 2018 (Reported 13 December 2018)
Resource
WO3
Ag
Cu
Zn
MT
Grade
%
Contained
metal (t)
Grade
g/t
Contained
metal (t)
Grade
%
Contained
metal (t)
Grade
%
Contained
metal (t)
Garnet
Desert
Scheelite
Indicated
-
-
Inferred
1.83
0.36
6,590
Sub Total
1.83 0.36
6,590
Indicated
9.01 0.26 23,400 20.73
187
0.15
13,200 0.41
37,100
Inferred
1.69 0.25
4,300 12.24
21
0.16
2,800
0.19
3,200
Sub Total 10.70 0.26 27,700 19.38 207
0.15 16,000 0.38 40,300
Summary
Indicated
9.01 0.26 23,400
Inferred
3.53 0.31 10,890
Pilot Mountain Total 12.53 0.27 34,290
Notes:
• Thor Mining PLC holds 100% equity interest in this resource.
• All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to
rounding.
• Cut-off grade 1,500ppm WO₃.
• Garnet deposit resource reported 22 May 2017. 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.
9
Table C: Kapunda Resource Summary 2018 (Reported 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:
•
•
•
EnviroCopper are earning a 75% interest in this resource, and Thor have investment rights
for up to 30% of EnviroCopper.
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: Moonta Copper Mineral Resource Estimate (Reported 15 August 2019)
Resource
Classification
COG
(Cu
%)
Deposit
Volume
(Mm3)
Tonnes
(Mt)
Cu
(%)
Cu
(metal
Kt)
Au
(g/t)
Au
(kOz)
Wombat
20.91
INFERRED
0.05
Bruce
Larwood
5.51
3.48
46.5
11.8
7.8
0.17
0.19
0.15
80
22
12
Total
29.9
66.1
0.17
114
0.04
10
Notes:
• EnviroCopper are earning a 75% interest in this resource, and Thor have investment rights
for up to 30% of EnviroCopper.
• Figures are rounded to reflect appropriate levels of confidence. Apparent differences may
occur due to rounding.
• Cut-off grade used of 0.05% Cu.
•
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 E: Molyhil Open Cut Ore Reserve Statement (Reported 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.
Notes:
•
• Estimate has been rounded to reflect accuracy.
• All estimates are on a dry tonne basis.
•
The reserve is based upon the Resource Estimate reported on 30 January 2014. 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.
•
10
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 2019.
Review of Operations
The net result of operations for the year was a loss of £735,000 (2018 loss: £1,249,000).
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
Mr 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
Mr 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
Mr Thomas is a Mining Engineer from Royal School of Mines, Imperial College, 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.
Mark Potter – Non-Executive Director (appointed 27 August 2019)
Mark is currently a Director and Chief Investment Officer of Metal Tiger Plc, a London Stock Exchange
AIM-quoted investing company primarily focused on undervalued natural resource opportunities.
Mark is also the founder and a partner of Sita Capital Partners LLP, an investment management and
advisory firm specialising in investments in the mining industry.
Mark was formerly a Director and Chief Investment Officer of Anglo Pacific Group, a London listed
natural resources royalty company, where he successfully led a turnaround of the business through
acquisitions, disposals of non-core assets, and successful equity and debt fundraisings.
Prior to Anglo Pacific, Mark was a founding member and Investment Principal for Audley Capital
Advisors LLP, a London based activist hedge fund, where he was responsible for managing all natural
resources investments. Mark worked on several landmark deals in the mining sector including the
successful distressed investment and turnaround of Western Coal Corp and its Can$3.3bn sale to
Walter Energy Inc. And prior to Audley Capital, Mark worked in corporate finance for Salomon Smith
11
Barney (Citigroup) and Dawnay, Day, a private equity and corporate finance advisory firm. Mark
graduated with an MA degree from Trinity College, University of Cambridge.
Richard Bradey – BSc (App Geol), MSc (Nat Res Man), MAusIMM – Executive Director (appointed
29 December 2017)
Mr 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.
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 (UK)
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.
Thor holds 100% of the advanced Molyhil tungsten project in the Northern Territory of Australia,
together with a 40% interest in deposits of tungsten, copper, and vanadium, in two tenements
adjacent to Molyhil.
Thor also holds 100% of the Pilot Mountain tungsten project in Nevada USA which has a JORC 2012
Indicated and Inferred Resources Estimate on two of the four known deposits.
Thor is acquiring up to a 30% interest Australian copper development company EnviroCopper Limited,
which in turn holds rights to earn up to a 75% interest in the mineral rights and claims over the
resource on the portion of the historic Kapunda copper mine in South Australia, recoverable by way
of in situ recovery, and also holds rights to earn a 75% interest in the portion of the Moonta Copper
project in South Australia, considered amenable to recovery by way of in situ recovery.
Thor has an interest in Hawkstone Mining Limited, an Australian ASX listed company with a 100%
interest in a Lithium project in Arizona, USA.
12
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 £735,000 (2018 loss: £1,249,000). No dividends have
been paid or are proposed.
Key Performance Indicators
Given the nature of the business and that the Group is on an exploration and development phase of
operations, the Directors are of the opinion that analysis using KPIs is not appropriate for an
understanding of the development, performance or position of our businesses at this time.
Post Balance Sheet events
At the date these financial statements were approved, the Directors were not aware of any other
significant post balance sheet events other than those set out in note 21 to the financial statements.
Substantial Shareholdings
At 13 September 2019, 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
Date notified Ordinary shares
%
27/08/2019
74,050,000
9.0
17/07/2018
33,250,000
5.1
Mr Michael Billing
7/11/2018
35,407,423
4.3
For the above table, the number of shares held and the percentage of total issued capital (and voting
rights) are as at the date of the last notification received by the Company. Substantial shareholders
are required to notify the Company based on the percentage of voting rights held, where there is a
movement through a 1% band. Therefore, the number of shares last notified may have changed from
that shown above, without the need for a substantial shareholder to notify the Company, where their
percentage of voting rights remains within the 1% band last notified. However, as a Director, Mr
Billing’s number of shares held is maintained up to date for any change, and therefore the number
of shares held and the corresponding percentage of issued capital and voting rights, is accurate for
Mr Billing as at the date of this report.
Directors & Officers Shareholdings
The Directors and Officers who served during the period and their interests in the share capital of the
Company at 30 June 2019 or their date of resignation if prior to 30 June 2019, were follows:
Michael Billing
David Thomas
Alastair Middleton
Richard Bradey
Paul Johnson
(resigned 13/7/18)
Ordinary Shares/CDIs
Unlisted Options
30 June 2019
30 June 2018 30 June 2019 30 June 2018
35,407,423
32,407,423
14,500,000
26,265,040
9,410,970
9,410,970
9,500,000
11,806,800
250,000
31,792
250,000
5,500,000
5,500,000
31,792
9,500,000
9,500,000
33,250,000
33,250,000
26,825,000
26,825,000
13
Directors’ Remuneration
The remuneration arrangements in place for directors and other key management personnel of Thor
Mining PLC, are outlined below.
The Company remunerates the Directors at a level commensurate with the size of the Company and
the experience of its Directors. The Board has reviewed the Directors’ remuneration and believes it
upholds the objectives of the Company with regard to this issue. Details of the Director emoluments
and payments made for professional services rendered are set out in Note 4 to the financial
statements.
The Australian based directors are paid on a nominal fee basis 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.
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.
2019
Salary
and
Fees
Post
Employment
Superannuation
Short-
term
employee
benefits
Salary &
Fees
Total
Fees for
Services
rendered
£’000
£’000
£’000
£’000
Options
(based
upon
Black-
Scholes
formula)
Total
Benefit
£’000
£’000
Options
Granted
during
the year
No.
millions
Directors 1
Michael Billing2
David Thomas
Alastair Middleton
Richard Bradey3
Paul Johnson4
Key Personnel:
Ray Ridge1
2019 Total
146
43
45
120
-
46
400
2
2
-
11
-
-
15
148
45
45
131
-
46
415
148
45
45
131
-
46
415
-
-
-
-
-
-
-
-
-
-
-
-
-
-
148
45
45
131
-
46
415
1 As at 30 June 2019 amounts of £73,365, £8,502, £9,372, and £4,211, remained unpaid to Messrs Billing,
Thomas, Middleton and Ridge respectively.
2 In lieu of a cash payment for consulting fees, Mr Billing elected to utilise £36,000 owing for consulting fees as
payment for the exercise of 3,000,000 options at an exercise price of £0.012 on 2 November 2018.
3 Mr Bradey receives a salary as an executive of the Company, and does not receive any additional fees as a
Director.
4 Resigned 13 July 2018.
14
2018
Directors 1,3
Michael Billing2
David Thomas
Alastair Middleton
Richard Bradey4
Paul Johnson5
Gervaise Heddle6
Key Personnel:
Ray Ridge1
2018 Total
Salary
and
Fees
£’000
139
53
24
125
20
11
52
424
Post
Employment
Superannuation
Total
Fees for
Services
rendered
Short-
term
employee
benefits
Salary &
Fees
£’000
£’000
£’000
Options
(based
upon
Black-
Scholes
formula)
Total
Benefit
£’000
£’000
Options
Granted
during
the year
No.
millions
4.5 24
165
2.5
2.5
8.0
13
13
33
20
12.5
111
-
-
68
37
170
131
11
141
55
24
137
11
52
-
-
52
440
30.0
194
634
2
2
-
12
-
-
-
16
141
55
24
137
20
11
52
440
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.
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:
2019
Michael Billing
David Thomas
Alastair Middleton
Richard Bradey
Paul Johnson (resigned 13/7/18)
Corporate Governance
Meetings held
whilst in Office Meetings attended
12
12
12
12
-
12
11
12
12
-
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.
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, and diversity. This evaluation is undertaken collectively by the Board, as part of the
annual review of its own performance.
15
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.
16
Auditors
A resolution to reappoint Chapman Davis LLP, and authorise the Directors to fix their remuneration,
will be proposed at the next Annual General Meeting.
Statement of disclosure of information to auditors
As at the date of this report the serving Directors confirm that:
• So far as each Director is aware, there is no relevant audit information of which the Company’s
auditors are unaware, and
• 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 losses that the Group has made for the Year Ended 30 June 2019. The
Directors have prepared cash flow forecasts for the period ending 30 September 2020 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, some costs can be reduced to enable the Group to
operate with a lower level of 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 on the basis of continued ability to raise capital in the marketplace. 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.
17
This report was approved by the Board on 30 September 2019.
Michael Billing
Executive Chairman
Ray Ridge
Chief Financial Officer
18
THOR MINING PLC
Statements of Comprehensive Income for the year ended 30 June 2019
Note
Consolidated
£'000
2018
£'000
2019
Company
£'000
2018
£'000
2019
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
(91)
(601)
(22)
(1)
(21)
-
(28)
(764)
12
-
17
(735)
-
(735)
(92)
(705)
(229)
-
(245)
-
-
(1,271)
13
(1)
10
(1,249)
-
(1,249)
7
3
5
-
(139)
(271)
(22)
-
-
(191)
(292)
(229)
-
-
(403) (742)
-
(835) (1,454)
-
-
5
(835) (1,449)
-
(835) (1,449)
-
-
-
-
(100)
(471)
-
-
(100)
(835)
(471)
(1,720)
-
-
(835) (1,449)
Basic loss per share
6
(0.10)p
(0.23)p
The accompanying notes form an integral part of these financial statements.
24
THOR MINING PLC
Statements of Financial Position at 30 June 2019
Co No: 05276414
Note
Consolidated
Company
£'000
2019
£'000
2018
£'000
2019
£'000
2018
ASSETS
Non-current assets
Intangible assets - deferred exploration costs
Investment in subsidiaries
Investments at cost
Loans to subsidiaries
Loan receivable (convertible note)
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
Interest bearing liabilities
Total current liabilities
Non Current 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
13
14
15
11,688 10,133
-
103
-
113
21
22
12,179 10,392
-
103
-
332
42
14
-
1,206
103
-
688
103
11,252 10,374
-
-
-
12,561 11,165
-
-
-
523
64
587
1,374
49
1,423
12,766 11,815
56
14
70
463
10
473
12,631 11,638
(245)
(45)
-
(290)
(286)
(25)
(12)
(50) - -
-
(25)
-
(12)
(9)
(345)
-
- - -
(290)
(345)
(12)
(25)
12,476 11,470
12,619 11,613
3,692
3,692
3,675
21,449 19,693
2,184
405
297
3,675
21,449 19,693
-
405
297
(15,513) (14,784) (13,286) (12,457)
2,084
405
359
-
405
359
Total shareholders equity
12,476 11,470
12,619 11,613
The accompanying notes form part of these financial statements. These Financial Statements were approved
by the Board of Directors on 30 September 2019 and were signed on its behalf by:
Michael Billing
Executive Chairman
Ray Ridge
Chief Financial Officer
25
THOR MINING PLC
Statements of Cash Flows for the year ended 30 June 2019
Consolidated
Company
Note
£'000
2019
£'000
2018
£'000
2019
£'000
2018
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
(764)
(1,271)
(835)
(1,454)
17
(8)
(12)
(4)
8
28
-
22
10
(66)
(43)
30
9
-
-
229
-
10
(13)
-
-
-
403
22
5
(1)
(3)
-
-
-
742
229
Net cash outflow from operating activities
(713)
(1,102)
(413)
(482)
Cash flows from investing activities
Interest received
Interest paid
Expenditure on refundable performance bonds
Purchase of property, plant and equipment
Purchase of investment
Cash acquired in purchase of subsidiaries
R&D Grants for exploration expenditure
Payments for exploration expenditure
Loan advanced (convertible note)
Loans to controlled entities
17
-
(22)
-
-
41
-
(876)
(221)
-
9
(1)
-
(9)
(103)
-
-
(688)
(113)
-
-
-
-
-
-
-
-
-
-
-
-
(103)
-
-
-
-
(943)
(2,340)
Net cash in/(out)flow from investing activities
(1,061)
(905)
(943)
(2,443)
Cash flows from financing activities
Directors advances repaid
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
-
(10)
949
939
(835)
(16)
1,374
Cash and cash equivalents at end of period
523
1,374
26
(28)
(8)
3,009
2,973
-
-
949
949
-
-
3,009
3,009
966
(407)
3
405
-
463
56
84
-
379
463
THOR MINING PLC
Statements of Changes in Equity For the year ended 30 June 2019
Consolidated
Issued
share
capital
£'000
Share
premium
£'000
Retained
losses
£'000
Foreign
Currency
Translation
Reserve
£'000
Share
Based
Payment
Reserve
£'000
Merger
Reserve
£'000
Total
£'000
-
-
-
Balance at 1 July 2017 3,648 16,641 (13,554)
Loss for the period
(1,249)
Foreign currency
translation reserve
Total comprehensive
(loss) for the period
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Options exercised
Options issued
At 30 June 2018
-
-
19
-
3,675 19,693 (14,784)
3,105
(53)
-
-
27
-
-
(1,249)
-
-
-
-
-
-
-
Balance at 1 July 2018 3,675 19,693 (14,784)
Loss for the period
(735)
Foreign currency
translation reserve
Total comprehensive
(loss) for the period
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Options exercised/lapsed
Options issued
At 30 June 2019
-
-
6
-
3,692 21,449 (15,513)
1,782
(26)
-
-
17
-
-
(735)
-
-
-
-
Company
-
-
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
Options exercised
Options issued
At 30 June 2018
-
-
19
-
3,675 19,693 (12,457)
3,105
(53)
-
-
27
-
-
-
(1,449)
-
-
-
-
Balance at 1 July 2018 3,675 19,693 (12,457)
Loss for the period
(835)
Total comprehensive
(loss) for the period
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Options exercised/lapsed
Options issued
At 30 June 2019
-
-
6
-
3,692 21,449 (13,286)
1,782
(26)
-
-
17
-
-
-
(835)
-
-
27
2,655
-
405
-
115
9,910
- (1,249)
(471)
(471)
-
-
-
-
2,184
2,184
-
(100)
(100)
-
-
-
-
2,084
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
405
405
-
-
-
-
-
-
-
405
405
-
-
(471)
- (1,720)
3,132
-
(53)
-
-
(19)
201
201
297 11,470
297 11,470
(735)
-
-
-
(100)
(835)
-
-
(6)
68
1,799
(26)
-
68
359 12,474
115
9,782
- (1,449)
-
- (1,449)
-
-
-
-
405
405
-
3,132
-
(53)
-
-
(19)
201
201
297 11,613
297 11,613
(835)
-
-
-
(835)
-
-
-
-
405
-
-
(6)
68
1,799
(26)
-
68
359 12,619
THOR MINING PLC
Notes to the Accounts for the year ended 30 June 2019
1
Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year ended 30 June 2019 were
authorised for issue by the Board on 30 September 2019 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 consolidated entity incurred a net loss before tax of £735,000 during the period ended 30
June 2019, and had a net cash outflow of £1,774,000 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 2020, 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 noted 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)
Intangible assets – deferred exploration costs
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.
28
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
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.
i)
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 15.
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.
29
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.
30
THOR MINING PLC
Notes to the Accounts
1
Principal accounting policies (continued)
n)
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.
31
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.
32
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 Group 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. The Group has applied the
following standards and amendments for the first time for their annual reporting period
commencing 1 July 2018:
•
•
IFRS 15 Revenue from Contracts with Customers
IFRS 9 Financial Instruments
No retrospective adjustments were required following the adoption of IFRS 9 and IFRS 15.
On 1 July 2018 (the date of initial application of IFRS 9), the Group’s management assessed
which business models apply to the financial assets held by the Group and classified its financial
instruments into the appropriate IFRS 9 categories. No reclassifications were required.
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 16 in respect of Leases which will be effective for accounting periods beginning on
or after 1 January 2019.
•
-IFRS 17 Insurance Contracts (effective date 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 Group.
33
THOR MINING PLC
Notes to the Accounts
2. Revenue and segmental analysis – Group
The Group has an interest in a number of exploration licences and mining licences, 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 2019
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
29
(294)
(265)
-
(265)
-
640
640
-
(12)
(12)
-
(452)
(452)
-
(452)
9,625
-
9,625
(278)
-
(278)
-
(18)
(18)
-
(18)
2,501
-
2,501
-
-
-
29
(764)
(735)
-
(735)
12,126
640
12,766
(278)
(12)
(290)
Net Assets
628
9,347
2,501
12,476
34
THOR MINING PLC
Notes to the Accounts
2. Revenue and segmental analysis – Group (continued)
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
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
2019
£’000
8
25
-
-
2018
£’000
9
25
-
201
388
Directors emoluments – fees and salaries
Auditors’ remuneration for audit services above includes £17,800 (2018: £18,000) to Chapman Davis LLP for
the audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was
£7,251 (2018: £7,323).
369
35
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. 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, 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 $217,000 plus $21,000 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 (KMP) during the year ended 30 June 2019
(i) Chairman and Chief Executive Officer
Michael Billing
(ii) Directors
David Thomas
Alastair Middleton
Richard Bradey
Paul Johnson
(iii) Executives
Executive Chairman and Chief Executive Officer
Non-executive Director
Non-executive Director
Executive Director
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.
36
THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (continued)
Paid/Payable in
cash
£’000
Shares
£’000
Total Salary
& Fees
£’000
Options
£’000
Total
£’000
30 June 2019
Directors: 1
Michael Billing2
David Thomas
Alastair Middleton
Richard Bradey
Paul Johnson3
Other Personnel:
Ray Ridge1
148
45
45
131
-
46
-
-
-
-
-
-
148
45
45
131
-
46
-
-
-
-
-
-
148
45
45
131
-
46
1 As at 30 June 2019 amounts of £73,365, £8,502, £9,372, and £4,211, remained unpaid to Messrs Billing,
Thomas, Middleton and Ridge respectively.
2 In lieu of a cash payment for consulting fees, Mr Billing elected to utilise £36,000 owing for consulting fees as
payment for the exercise of 3,000,000 options at an exercise price of £0.012 on 2 November 2018.
3 Resigned 13 July 2018.
Paid/Payable in
cash
£’000
Shares2
£’000
Total Salary
& Fees
Options
Total
£’000
£’000
£’000
30 June 2018
Directors: 1,3
Michael Billing2
David Thomas
141
55
-
-
141
55
24
13
165
68
-
-
-
-
24
20
11
52
13
33
37
24
11
20
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
-
-
-
37
THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (continued)
(c) Compensation by category
Group
Key Management Personnel
Short-term
Share Option charges
Post-employment
2019
£’000
400
-
15
415
2018
£’000
424
194
16
634
(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 2019.
(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
30/6/18 or
appointment
date
Options
Lapsed
(Note A)
Options
Exercised
(Note B)
Ceasing to
be a KMP1
Held at
30/6/19
Vested and
exercisable at
30/6/19
Michael Billing
26,265,040 (8,765,040)
(3,000,000)
-
14,500,000
14,500,000
David Thomas
11,806,800 (2,306,800)
-
-
9,500,000
9,500,000
Alastair Middleton
5,500,000
-
-
-
5,500,000 5,500,000
Richard Bradey
9,500,000
-
-
- 9,500,000 4,500,000
Paul Johnson1
26,825,000
-
-
(26,825,000)
-
-
1 Resigned 13 July 2018.
Notes:
A. Options lapsed on 14 April 2019. Exercise price was £0.0125 per share.
B.
In lieu of a cash payment for consulting fees, Mr Billing elected to utilise £36,000 owing for consulting fees as payment
for the exercise of 3,000,000 options at an exercise price of £0.012 on 2 November 2018.
38
THOR MINING PLC
Notes to the Accounts
4. Directors and executive disclosures – Group (continued)
Key
Management
Personnel
Held at
30/6/17 or
appointment
date
Placements
Participation
(Note A)
Options
Granted
(Note B)
Options
Exercised
Ceasing to
be a KMP
Held at
30/6/18
Vested and
exercisable
at 30/6/18
Michael Billing
15,765,040
6,000,000 4,500,000
David Thomas
9,306,800 - 2,500,000
-
-
-
26,265,040
26,265,040
- 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)
-
-
A. 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.
-
-
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
David Thomas
Consulting Fees
Consulting Fees
(i)
(ii)
2019
£’000
126
23
2018
£’000
118
32
(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 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).
39
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
2019
£’000
2018
£’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
2019
£’000
2018
£’000
(735)
(1,249)
19.00%
19.00%
Loss on ordinary activities multiplied by the standard rate of corporation tax
(140)
(237)
Effects of:
Future tax benefit not brought to account
Current tax charge for year
140
-
237
-
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)
2019
(735)
2018
(1,249)
Weighted average number of Ordinary shares in issue
714,111,518
545,367,864
Loss per share (pence) – basic
(0.10)p
(0.23)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
Exploration expenditure
Acquisitions1
Disposals
Exchange gain/(loss)
Exploration written off
At 30 June
40
£'000
2019
£'000
2018
10,133
879
776
-
(73)
(28)
9,867
680
-
-
(414)
-
11,687
10,133
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
2019
£'000
2017
-
-
-
-
-
-
-
-
-
-
-
-
Net book value at 30 June
11,687
10,133
In the year ended 30 June 2019 the Directors undertook an impairment review of the deferred
exploration costs, resulting in an impairment expense of £Nil (2018: Nil).
1 During the year ended 30 June 2019, interests in exploration leases were acquired for a total cost
of £776,000 comprising:
- £301,000 for the acquisition of the Bonya tenements, being a 40% interest in EL29701 and
100% of EL29599. Consideration was A$550,000 (£301,000) paid by the issue of
14,527,205 shares at A$0.03786. Refer ASX Announcements 25 September 2018, 19 April
2018 and 28 March 2018. EL29599 was peripheral to the acquisition and was subsequently
relinquished, with a write off of £28,000 representing part of the total acquisition cost
allocated to this exploration lease.
- £475,000 for the acquisition, on 27 March 2019, of interests in nine licence applications, at
various stages of advancement, prospective for gold and uranium, and cover a total of 607
square kilometres in the Pilbara region of Western Australia, and the Northern Territory of
Australia. The transaction occurred through the acquisition of a 100% interest in two
companies Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd. Total consideration of
£475,000 consisted of:
o £450,500 as 53 million Thor shares issued on 10 April 2019, at an issue price of 0.85p
per share,
o £68,000 as 26,500,000 options issued following shareholder approval on 23 May 2019,
with an exercise price of 1.3p and expiry of 23 May 2022. The £68,000 valuation for
the options was calculated using the Black-Scholes option pricing methodology – refer
Note 15.
o Less £41,000 of cash and £2,500 other receivables in the two companies acquired.
41
THOR MINING PLC
Notes to the Accounts
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
Hamersley Metals Pty Ltd6
Pilbara Goldfields Pty Ltd7
Country of registration
or incorporation
Australia
Australia
Australia
Australia
USA
USA
Australia
Australia
Shares held
Class
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
%
100
100
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.
6 Hamersley Metals Pty Ltd was acquired on 27 March 2019. The company holds a number of exploration
licence applications, in the Northern Territory of Australia, at various stages of advancement.
7 Pilbara Goldfields Pty Ltd was acquired on 27 March 2019. The company holds a number of exploration
licence applications, in Western Australia, at various stages of advancement.
Messrs Billing and Thomas are Directors of all of the above 100% subsidiaries.
(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
Hamersley Metals
Less: Impairment provision against investment
Pilbara Goldfields
Less: Impairment provision against investment
Consolidated
Company
£'000
£'000
£'000
£'000
2019
2018
2019
2018
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
700
700
(700)
(700)
1,277
1,277
(1,277) (1,277)
688
338
-
180
-
688
-
-
-
-
1,206
688
42
THOR MINING PLC
Notes to the Accounts
8.
Investments (continued)
(b) Investments at cost:
Hawkstone Mining Limited
Consolidated
Company
£'000
£'000
£'000
2019
2018
2019
£'000
2018
103
103
103
103
103
103
103
103
On the 15 June 2017, the Company acquired an interest in US Lithium Pty Ltd (USL), a private
Australian company which in turn owned 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.
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 had an interest at that time of 6.25%. On 7 September Hawkstone announced to the
ASX that the remaining conditions have been satisfied and the transaction has been completed.
Consideration received/receivable by Thor is as follows:
- 7,421,875 Hawkstone shares, being 7,812,500 Hawkstone shares received less 5% or
390,625 shares transferred to Pembridge Resources PLC. [Under the agreement by which
Thor acquired its interest in USL from Pembridge Resources PLC in June 2017, Thor was
required to pay Pembridge Resources PLC 5% of any consideration for the sale of its interest
in USA Lithium].
- 7,812,500 Hawkstone shares are receivable following the declaration of an inferred resource
at the Big Sandy Lithium Project of not less than 30 million tonnes at a grade greater than
2,000ppm of Lithium, or equivalent subject to a minimum average grade of 1,000ppm by 7
September 2021.
During the year ended 30 June 2019 and subsequent, Hawkstone have successfully completed a 37
hole diamond drill programme and have announced a maiden Mineral Resource Estimate at the Big
Sandy project. Hawkstone are now in the process of appointing consultants to conduct a pre-
feasibility study. Refer to Thor’s ASX announcements of 30 September 2019 (refer subsequent events
Note 20), 21 August 2019, 24 July 2019, 28 June 2019 and 16 May 2019.
Thor’s investment is carried at its original cost of £103,000 and is comprised of 7,421,875 Hawkstone
shares held by Thor with a market value of $156,000 (£86,000) at 30 June 2019, together with a
contingent right to receive a further 7,812,500 Hawkstone shares.
(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
Hamersley Metals
Pilbara Goldfields
-
-
-
-
-
-
-
-
-
- 10,560
9,806
- (1,602)
(1,202)
-
1,591
1,369
- (1,258)
(1,256)
-
-
-
-
1,035
1,035
922
622
2
2
-
-
- 11,252
10,374
The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable
notice having regard to the financial stability of the company.
43
THOR MINING PLC
Notes to the Accounts
8.
Investments (continued)
(d) Loan receivable (convertible note):
Environmental Copper Recovery SA Pty Ltd
Consolidated
Company
£'000
£'000
£'000
2019
2018
2019
£'000
2018
332
332
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 was investing in an
incorporated private Australian company, Environmental Copper Recovery SA Pty Ltd (ECR), initially
via convertible notes of up to A$1.8 million, convertible into a 60% interest in ECR. 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.
In turn, ECR had 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.
Thor made the first advance to ECR of A$200,000 (£113,000) during the year ended 30 June 2018.
A further advance of A$400,000 (£221,000) was made during the year ended 30 June 2019. The
balance of the loan at 30 June 2019 is £332,000 after allowing for a foreign currency translation loss
of £2,000.
On 6 March 2019, Thor announced an expansion and restructuring of its interests in ECR. Thor is a
party to an agreement which combines the ownership of ECR (holding a right to earn up to a 75%
interest in the Kapunda Copper Project), into a new company, Enviro Copper Limited (Enviro Copper).
Similarly, Environmental Metals Recovery Pty Ltd have agreed to transfer ownership of it’s right to
earn up to a 75% interest in the Moonta Copper Project, which comprises the northern section of
exploration licence EL5984, to Enviro Copper. In return for Thor relinquishing its interest in ECR,
Thor will hold a 25% interest in Enviro Copper, with a right to earn a further 5% interest for payment
of a further $A400,000. The intention is to progress Enviro Copper to a separate listing on a
recognised securities exchange, with eligible Thor shareholders holding first option to invest in any
securities issued as part of such a listing.
The Kapunda Copper Project has an ISR amenable Inferred Resource Estimate of 119,000 tonnes of
contained copper, together with having secured A$2.85 million Australian Government CRC-P grant
funding. On 15 August 2019, Thor announced an ISR amenable Inferred Resource Estimate of
119,000 tonnes of contained copper at the Moonta Copper Project.
At 30 June 2019, the Enviro Copper transaction remains subject to execution of a binding Farm-in
and Joint venture Agreement for the Kapunda Copper Project and upon satisfactory completion of
due diligence in respect of the Moonta Copper Project being acquired by Environmental Metals
Recovery Pty Ltd from Andromeda Metals Ltd (ASX: ADN). As such, the £332,000 carrying value
remains classified as a loan receivable from ECR, in the Group’s Balance Sheet at the lower of cost
and net realisable value. Upon completion of the transaction, the cost of the loan receivable from
ECR will be reclassified in the Group’s Balance Sheet to an equity accounted investment in Enviro
Copper.
44
THOR MINING PLC
Notes to the Accounts
9. Deposits supporting performance bonds
Deposits with banks and Governments
10. Property, plant and equipment
Plant and Equipment:
At cost
Accumulated depreciation
Total Property, Plant and Equipment
Movements in Carrying Amounts
Consolidated
Company
£'000
£'000
£'000
2019
2018
2019
£'000
2018
42
42
21
21
60
(46)
14
60
(38)
22
-
-
-
-
-
-
-
-
-
-
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
22
-
-
-
(8)
14
29
3
(1)
-
(9)
22
-
-
-
-
-
-
-
-
-
-
-
-
The carrying value of the plant and equipment includes finance leased assets of £10,757 (2018:
£16,424).
11. Trade receivables and other assets
Current
Trade and other receivables
Prepayments
12. Current trade and other payables
Trade payables
Other payables
45
19
64
43
6
49
14
-
14
10
-
10
(163)
(82)
(245)
(185)
(101)
(286)
(13)
(20)
-
(5)
(13)
(25)
45
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
2019
2018
2019
2018
-
-
-
-
-
-
-
-
(10)
-
(10)
1
(9)
(9)
-
(9)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Finance lease was in relation to exploration equipment. The final lease payment was June 2019.
46
THOR MINING PLC
Notes to the Accounts
14. 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)
816,959,363 Ordinary shares of £0.0001 each
(2018: 982,870,766 ‘Deferred Shares’ of £0.0029 each, 7,928,958,500 ‘A
Deferred Shares’ of £0.000096 each and 648,576,546 ordinary shares of
£0.0001 each)
2019
£'000
2018
£'000
2,850
2,850
761
81
761
64
3,692
3,675
Movement in share capital
Ordinary shares of £0.0001
Number
£’000
Number
£’000
2019
2018
At 1 July
648,573,546 3,675
373,013,208
3,648
Shares issued for cash
Shares issued for acquisition
Shares issued to service providers
Warrants Exercised
At 30 June
Nominal Value
47,058,823
67,527,205
1,100,000
52,699,789
5
7
-
5
131,736,111
1,127,580
-
142,696,647
13
-
-
14
816,959,363 3,692
648,573,546
3,675
(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.
47
THOR MINING PLC
Notes to the Accounts
14. 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 2019:
Number
20,000,0001
1,500,0002
39,444,4443
15,000,0004
10,000,0005
10,000,0006
5,000,0007
15,000,0008
500,0009
47,058,82310
26,500,00011
Grant Date
11 Oct 2016
27 Jun 2017
28 Jul 2017
28 Jul 2017
29 Jan 2018
13 Jun 2018
13 Jun 2018
13 Jun 2018
23 Nov 2018
10 Apr 2019
23 May 2019
Expiry Date
Exercise Price
26 Jul 2019
GBP£0.0125
27 Jun 2020
GBP£0.0180
28 Jul 2019
GBP£0.0180
31 Mar 2020
GBP£0.0180
29 Jan 2020
GBP£0.0500
2 Nov 2020
GBP£0.0150
29 Dec 2020
GBP£0.0450
7 Jun 2021
GBP£0.035625
22 Aug 2019
10 Apr 2022
23 May 2022
GBP£0.05
GBP£0.013
GBP£0.013
190,003,267 Total outstanding
Share options (termed warrants in the UK) carry no rights to dividends and no voting rights.
1 Issued to Directors following shareholder approval.
2 Issued to a nominee of the Company’s Exploration Manager, in recognition of service over an extended period.
3 51,111,111 Issued to investors as part of a capital raise. 11,666,667 warrants have since been exercised prior
to 30 June 2019.
4 Issued to Directors, following shareholder approval.
5 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.
6 ‘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.
7 ‘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.
8 A total of 15,000,000 Options were granted to Directors of the Company, as approved by shareholders.
9 A total of 500,000 Options were granted to a sevice provider.
10 47,058,823 Issued to investors as part of a capital raise.
11 26,500,000 Issued as part of consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara
Goldfields Pty Ltd, following shareholder approval.
48
THOR MINING PLC
Notes to the Accounts
15. Share based payments reserve
At 1 July
Exercised options @ £0.001325
Exercised options @ £0.001411
Issued to SI Capital Ltd @ £0.001770
Issued to Paul Johnson @ £0.009781
Issued to an employee @ £0.003428
Issued to Directors @ £0.005289
Exercised options @ £0.001770
Lapsed options @ £0.0011770
Lapsed options @ £0.001857
Issued for an acquisition @ £0.002582
At 30 June
2019
2018
£’000
£’000
297
-
-
-
-
-
-
(1)
(1)
(4)
68
359
115
(13)
(2)
7
98
17
79
(4)
-
-
98
297
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 in the balance of the Share
Based Payments Reserve as at 30 June 2019 or 30 June 2018.
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
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
0.00%
£0.00625
£0.0125
60%
1.67%
2.79yrs
£0.001275
0.00%
£0.0105
£0.018
60%
1.67%
2yrs
£0.001857
49
THOR MINING PLC
Notes to the Accounts
16. Share based payments reserve (continued)
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
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
50
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
0.00%
£0.0205
£0.045
60%
2.23%
2.5yrs
£0.003428
THOR MINING PLC
Notes to the Accounts
15. Share based payments reserve (continued)
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
26,500,000 issued for an acquisition on 23 May 2019
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
£0.035625
60%
2.23%
3yrs
£0.005289
0.00%
£0.0085
£0.013
60%
2.23%
3.16yrs
£0.002582
16. Analysis of changes in net cash and cash equivalents
Cash at bank and in hand - Group
1 July 2018 Cash flows
Non-cash
changes
30 June
2019
£’000
1,374
£’000
(835)
£’000
(16)
£’000
523
17. 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 2019, the Group had no contingent liabilities.
51
THOR MINING PLC
Notes to the Accounts
18. 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
2019
£’000
56
467
523
2018
£’000
437
937
1,374
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
Loan receivable (convertible note)
Deposits supporting performance guarantees
Financial liabilities:
Trade and other payables
Non interest bearing liabilities
Interest bearing liabilities
2019
Carrying
Amount
£’000
Fair Value
£’000
2018
Carrying
Amount
£’000
Fair Value
£’000
523
45
332
42
523
45
332
42
245
245
-
-
-
-
1,374
1,374
43
113
21
286
-
9
43
113
21
286
-
9
52
THOR MINING PLC
Notes to the Accounts
18. 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 2019 - Group
Financial Assets
Fixed rate
At call Account – AUD
At call Account – STG
Financial Liabilities
Fixed Rate
0%
0.05%
467
56
523
Interest bearing liabilities
-
-
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
19. Related parties transactions
There is no ultimate controlling party.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
467
56
523
-
92
437
845
1,374
9
Thor has lent funds to its wholly owned subsidiaries to enable those companies to carry out their
operations. At 30 June 2019 the estimated recoupable amount converted to £11,252,000 (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
£27,547 was paid to Druces LLP Solicitors (2018: £26,925 paid to Ronaldsons LLP Solicitors) on
normal commercial terms.
Transactions with Directors and Director related entities are disclosed in Note 4.
20. Subsequent events
On 1 July 2019, Thor Mining Plc announced an agreement to issue 4,687,500 of shares at an agreed
value of 0.80 pence to a service provider in lieu of marketing and communications services valued at
£37,500. The shares were issued on 5 July 2019.
On the 15 August 2019, the Group received A$222,000 from the Australian Government for its
research and development tax incentive claim related to eligible expenditure incurred in the year
ended 30 June 2019.
53
THOR MINING PLC
Notes to the Accounts
20. Subsequent events (continued)
On 30 September 2019, the Company announced the publication of a maiden Mineral Resource
Estimate for the Big Sandy Deposit in Arizona USA, by Hawkstone Mining Limited (“Hawkstone”)
(ASX: HWK). Hawkstone, the 100% owner of the Big Sandy project, announced an Indicated and
Inferred Mineral Resource Estimate of 32.5 Million Tonnes grading 1,850 parts per million (ppm) Li,
or 320,800 tonnes Lithium Carbonate Equivalent, reported above an 800ppm Li cut-off.
Thor holds 7,421,875 ordinary shares in Hawkstone (representing 1.075% of its issued share capital).
Thor shall be allotted a further 7,812,500 ordinary shares in Hawkstone if Hawkstone reports, by
September 2021, a mineral resource estimate, on the Big Sandy deposit, of at least 30 million tonnes
at a grade of over 2,000ppm Lithium (Li), using a lower cut-off grade of 1,000ppm Li. Refer Note
8(b) for further detail related to the Company’s investment in Hawkstone.
Other than the above matters, there were no material events arising subsequent to 30 June 2019 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.
54
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 13 September 2019)
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
187
137
46
416
274
1,060
The number of Australian shareholders holding less than a marketable parcel is 427.
The minimum parcel size is 41,666 shares.
55
8.74%
7.26%
6.93%
5.63%
4.64%
4.55%
4.31%
4.24%
2.84%
1.77%
1.73%
1.67%
1.61%
1.52%
1.24%
1.15%
1.02%
0.96%
0.88%
THOR MINING PLC
Twenty largest shareholders as at 13 September 2019
Name
CGWL NOMINEES LIMITED
JIM NOMINEES LIMITED
SHARE NOMINEES LTD
BARCLAYS DIRECT INVESTING NOMINEES LIMITED
Number of
shares
held
75,969,378
Percentage
of shares
held
9.25%
71,781,615
59,669,786
56,918,007
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
46,287,588
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
38,124,495
HARGREAVES LANSDOWN (NOMINEES) LIMITED
MICHAEL BILLING
HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942>
HARGREAVES LANSDOWN (NOMINEES) LIMITED
ROX RESOURCES LIMITED
HSDL NOMINEES LIMITED
HSDL NOMINEES LIMITED
VALUE GENERATION LIMITED
REDSTONE METALS PTY LTD
VIDACOS NOMINEES LIMITED
MR DAVID EDWARD THOMAS & MRS BARBARA JEAN THOMAS
HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED <731504>
LAWSHARE NOMINEES LIMITED
VIDACOS NOMINEES LIMITED
37,443,488
35,407,423
34,874,222
23,362,980
14,527,205
14,204,615
13,744,103
13,257,274
12,506,863
10,149,186
9,410,970
8,382,963
7,868,252
7,210,240
TOTAL
591,100,653
71.94%
Unlisted Option and Warrant holders as at 13 September 2019
Option Holders
R Bradey June 2017
Directors July 2017
Metal Tiger January 2018
P Johnson June 2018
R Bradey June 2018
Directors June 2018
Placement April 2019
Acquisition May 2019
Total
Expiry
Date
27-Jun-20
31-Mar-20
29-Jan-20
2-Nov-20
29-Dec-20
7-Jun-21
10-Apr-22
23-May-22
Number of
Holders
1
5
1
1
1
5
27
15
56
Number of
Warrants
1,500,000
15,000,000
10,000,000
10,000,000
5,000,000
15,000,000
47,058,823
26,500,000
130,058,823
Percentage of
Total Warrants
1.2%
11.5%
7.7%
7.7%
3.8%
11.5%
36.2%
20.4%
100%
Securities held on Escrow
Total shares and CDIs on issue are 821,646,863. 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.
56
THOR MINING PLC
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. All directors are considered financially
literate.
The Board last undertook a formal evaluation of its performance on 20 September 2018.
57
THOR MINING PLC
TENEMENT SCHEDULE
At 30 June 2019, the consolidated entity holds an interest in the following Australian tenements:
Project
Tenement
Area
kms2 Area ha.
Holders
Company
Interest
Molyhil
EL22349
228.10
Molyhil Mining Pty Ltd
Molyhil
EL28948
Molyhil
EL31130
Molyhil
EL31443
9.50
31.70
66.48
Molyhil Mining Pty Ltd
Molyhil Mining Pty Ltd
Molyhil Mining Pty Ltd
Molyhil
ML23825
95.92
Molyhil Mining Pty Ltd
Molyhil
ML24429
91.12
Molyhil Mining Pty Ltd
Molyhil
ML25721
56.2
Molyhil Mining Pty Ltd
Molyhil
AA29732
38.6
Molyhil Mining Pty Ltd
Molyhil
MLS77
Molyhil
MLS78
Molyhil
MLS79
Molyhil
MLS80
Molyhil
MLS81
Molyhil
MLS82
Molyhil
MLS83
Molyhil
MLS84
Molyhil
MLS85
Molyhil
MLS86
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
Bonya
Bonya
EL29701
EL32167
204.5
74.54
Molyhil Mining Pty Ltd
Molyhil Mining Pty Ltd
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
40%
40%
Panorama E46/1190
35.03
Pilbara Goldfields Pty Ltd
100%
58
THOR MINING PLC
At 30 June 2019, 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
45 blocks (611ha or
1,510 acres)
Pilot Metals Inc
100%
BFM 1
Black Fire Claims
BFM1 - BFM109
109 blocks (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%
59