2020 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 Billing
Richard Bradey
Mark Potter
Mark McGeough
(Executive Chairman)
(Executive Director)
(Non-Executive Director)
(Non-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:
+44 (0) 20 7383 5100
Auditors and Reporting Accountants
PKF Littlejohn LLP
1 Westferry Circus
Canary Wharf
London, E14 4HD
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:
+44 (0) 370 703 1343
+44 (0) 370 703 6114
Australia
Computershare Investor Services Pty Ltd
GPO Box 1903
Level 5, 115 Grenfell Street
Adelaide, South Australia 5000
Telephone:
Fax:
+61 (0) 8 8236 2300
+61 (0) 3 9473 2408
Sponsoring Broker
SI Capital Ltd
19 Berkeley Street
London, W1J 8ED
2020 ANNUAL REPORT
CHAIRMAN’S MESSAGE
Dear Fellow Shareholder,
Welcome to the 2020 Annual Report for Thor Mining Plc (ASX/AIM: THR), which rounds off a very active year for the
Company in terms of advancement of existing projects and investigation of new projects as we observe a rise in demand
for, and price recovery of, a range of minerals and metals. Thor Mining has a solid portfolio of assets from the development
ready 100% owned Molyhil Tungsten/Molybdenum project, the exciting Kapunda and Moonta Copper projects via our
25% holding in Envirocopper Ltd (Envirocopper), the large Tungsten resource at Pilot Mountain, our new Ragged Range
gold/nickel venture in the Pilbara region of Western Australia, and Uranium Vanadium project tenements in Utah and
Colorado. If the broad basket minerals sector is setting up for a buoyant price cycle, then your Company is well prepared
to participate.
Copper
The Directors of Thor remain strong believers in the future for this red metal, and will look to increase our exposure as
opportunities present. The already huge global copper market, has been substantially boosted as we transition to an
environment of reduced carbon emissions, and we believe that supply may well struggle to meet demand over the
medium term. Through our 25% stake in Envirocopper, the Kapunda and Moonta ISR copper projects continue to offer
shareholders exposure to copper resources, along with potential for gold, particularly at Kapunda. Solid progress on these
projects during the year, particularly at Kapunda, is scheduled to continue as we continue with technical feasibility and
move towards financial feasibility studies.
Gold
The increase in the global gold price over the past year has been very impressive. In this background, the 2019 acquisition
of the 100% owned Ragged Range gold project in the Pilbara region of Western Australia has been timely. Visible gold in
stream sediment samples over considerable strike length, backed up by high tenor supporting gold assays, from successive
sampling programs at Ragged Range, along with very encouraging nickel samples, are a very exciting set of early results.
The next scheduled phase of activity is to move upstream with sampling, along with aeromagnetic survey work looking for
structures which may host the gold, and also to seek out nickel focussed drill targets.
Uranium and Vanadium
With the resurgence in Uranium prices and the continuing growth in global demand for secure Uranium supply Thor has
completed due diligence on projects prospective for Uranium and secondary Vanadium at historical Uranium producing
regions in Utah and Colorado. We are positive for the prospects for these projects, and look forward to completing the
acquisition very shortly. Results from sampling seem to be matching historical records and average 0.706% U₃O₈ and 1.36%
V₂0₅ - regarded as high grade in both minerals and is typical of historical production performance in this region.
Tungsten
July saw the Molyhil Tungsten/Molybdenum Project (THR 100%) awarded Major Project Status by the Northern Territory
Government. We continue to pursue funding options for the project, estimated in the 2018 Definitive Feasibility Study as
approximately US$43M. Tungsten is a key industrial metal, with Critical Mineral status in the United Sated and the
European Union, and we remain confident for the outlook of this project. The Pilot Mountain Tungsten project remains a
significant undeveloped Tungsten project in the United States, where there has been no primary tungsten production for
some time, and we are confident that this project will also progress further in 2021.
1
Covid-19 Statement
The current pandemic represents a global challenge and during this period of uncertainty, Thor Mining continues to
navigate through the process of continuing its business in excellent safe mining jurisdictions and within an essential
industry that is allowed to operate relatively normally. Notwithstanding this, your Company is focused on maintaining a
safe and healthy workplace for all its employees and stakeholders and look forward collectively to a safer future.
In summary, I am pleased that this Annual Report represents a successful year of executing our Company strategy and I’m
proud of all our team at Thor Mining and of the year of achievement in 2020 in spite of the headwinds. The current outlook
for minerals prices and the sector in general gives me great encouragement and excitement as we take this Company
forward into 2021, well prepared and exceptionally endowed with quality projects.
Yours Faithfully
Mick Billing
CEO/Chairman
2
REVIEW OF OPERATIONS AND STRATEGIC REPORT
Copper Investment
Thor holds a 25% interest after converting a convertible note subsequent to the year end, with rights to increase that
interest to 30% of 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 (ISR). Thor also holds rights to earn a 75% interest in portion of
the Moonta Copper project also in South Australia, and is considered amenable to recovery by way of ISR.
EnviroCopper Limited was awarded a grant in 2018 of A$2.85million from the Australian government earmarked for
costs in respect of demonstration of an Insitu Recovery (ISR) process at Kapunda. This grant has covered a very
substantial portion of feasibility study funding requirements for the project, and is expected to continue to cover
a substantial portion of the funding requirement through much of 2021.
Figure 1. Kapunda & Moonta Location Map
Figure 2. Schematic of ISR process
Kapunda Copper
During the year EnviroCopper Limited successfully conducted field pump tests demonstrating; flow of fluid
through the deposit, and suitable aquifer properties for ISR production. In addition, a program of lixiviant
testing, designed for selection of appropriate product to dissolve contained metal in the Kapunda deposit
demonstrated good recoveries of copper. A further set of testwork also successfully demonstrated potential to
produce copper via a variety of steps, and with a variety of final products, all of which have commercial markets.
Gold at Kapunda
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 gold assays, with a historical intersection of 95.1 metres @ 3.06g/t gold (refer AIM
and ASX announcements of 3 April 2019). Lixiviants used to dissolve the copper for subsequent extraction,
have also successfully dissolved gold contained in material hosted in the Kapunda deposit. EnviroCopper have
scheduled a drilling program to further test the gold resource potential during the second half of calendar 2020.
During the next stage of work on this project, EnviroCopper Limited will conduct Site Environmental Recovery
Trials to further evaluate technical and commercial parameters for copper and gold recovery, and will also drill
sections of the deposit to follow up the gold potential.
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
3
from geophysical surveys. Copper mineralisation within the trough is in the order of 50 to 75 metres wide 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 0.17% – 0.26% copper.
In August 2019, EnviroCopper Limited 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 extends the EnviroCopper Limited managed
resource inventory to 233,000 tonnes of contained
copper over the Kapunda and Moonta fields.
The Moonta resource estimate
is considered
preliminary with assays from an additional 308 holes
from these three deposits to be included in the
resource modelling, once the quality assurance
process is complete. Further historical drill assays
from several other deposits at Moonta show copper
mineralisation but at insufficient drill density for
mineral resource estimation.
Figure 3: Wombat section showing weathering
trough
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.
Adjacent to Molyhil, the Bonya tenements, in which Thor holds a 40% interest, host outcropping tungsten/copper
resources, a copper resource and a vanadium deposit.
4
Highlights 2019/20
▪ Major Project Status was granted to the
Molyhil project by the Northern Territory
government subsequent to the end of the
financial year.
▪ Further drilling success at Bonya, at the
White Violet and Samarkand deposits
extended the known, potentially economic,
mineralisation at these deposits.
▪ Maiden resource estimates at White Violet &
Samarkand, when added to the nearby Bonya
copper resource increased the Bonya
resource inventory to almost one million
tonnes.
Figure 4: Molyhil Location Map
Figure 5: Map showing Bonya prospects in proximity to Molyhil
In October 2019, a drilling program was conducted by the joint venture parties at Bonya, comprising eleven
holes at the White Violet deposit, and a further eight holes at Samarkand (refer AIM and ASX announcements
of 26 November 2019), with best results shown below:
Highlights from White Violet include;
• 23m @ 0.58% WO3 from surface, including 6m at 1.7% WO3 from surface; hole 19RC035
• 8m @ 0.74% WO3 from 65m, including 2m at 2.48% WO3 from 69m; hole 19RC037
• 1m @ 0.70% WO3 from 42m; and 1m at 2.32% WO3 from 50m; hole 19RC042
• 3m @ 1.02% WO3 from 22m, including 1m at 2.64% WO3 from 22m; hole 19RC039
Highlights from Samarkand include;
• 1m @ 0.79% WO3 from 12m; hole 19RC044
• 7m @ 0.28% WO3 from 43m, and 9m @ 1.1% Cu from 45m, plus 2m @ 2.17% WO3 and 0.78%
Cu from 78m; hole 19RC046
• 1m @ 2.07% WO3 from 18m; hole 19RC048
5
Following receipt of these results, Thor released a maiden resource estimate for each of the White Violet and
Samarkand deposits in January 2020.
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.
Gold & Nickel (Ragged Range – Pilbara WA)
The 100% owned Ragged Range project is located 40 kilometres west of Nullagine in the Pilbara region of
Western Australia. The project was acquired early in 2019, and we have since carried out two sampling
programs, the results of which have elevated this project to priority status within the Thor portfolio.
Figure 6: Map showing Ragged Range licence area
Sampling to date has provided evidence of a
broad target zone with a strike length of 13
kilometres of highly anomalous gold indicating
potential to host a significant gold bearing
system.
The project also hosts a gossan that reports
anomalous nickel & chrome within ultra-mafic
rocks. Aeromagnetic geophysical data is being
processed to assist in delineating targets for
drill testing.
In the months to come Thor will conduct
further stream sampling and fly a detailed
aeromagnetic survey as we search for
potential structurally hosted gold deposits to
be drill tested.
Figure 7: Ragged Range licence area with priority
gold target zone
6
Uranium and Vanadium Project – Colorado & Utah, United States
In June 2020, the Company announced, and subsequently has completed, the acquisition, of American
Vanadium Pty Ltd, an Australian private company holding mineral claims in Colorado and Utah, USA.
The project comprises 199 contiguous claims
in the Uravan Mineral Belt in south western
Colorado, and 100 claims in south eastern
Utah, approximately 40km north of the town
of Moab. The Colorado claims include
historical mines with production activity over a
period of more than 100 years.
A processing plant which has historically taken
third party ore for toll treatment is located
near Blanding within economic transport
distance.
Drill testing targets within these claims is
scheduled during the 2020/21 financial year.
Figure 8: Map Colorado & Utah project location
Samples collected during the due diligence returned assays showing high grade uranium and vanadium
vanadium (refer AIM and ASX announcements of 21 July 2020).
Highlights from samples identified as potentially vanadium rich:
• The eight initial assay results averaged 1.0% V2O5 and 0.043% U3O8.
• Two outcrop samples from the Rim Rock mine were 1.8% and 2.0% V2O5.
Highlights from samples identified as potentially uranium rich:
• The 13 assay results averaged 0.706% U3O8 and 1.36% V2O5.
• Four samples assayed 1.0% U3O8 or greater with a best uranium assay of 1.25% U3O8
• Three samples assayed over 2% V2O5 with a best vanadium assay of 3.47% V2O5
7
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.
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,
to Pre-Feasibility Study standard has been conducted to
demonstrate that a saleable concentrate can be
produced.
Figure 9: Pilot Mountain Location Map
Spring Hill Gold Project – Northern Territory
In February 2017, Thor completed the sale of the Spring Hill gold project, retaining a royalty agreement in
respect all future gold production from this project.
Following the end of the financial year, the Company announced the sale of this royalty entitlement, subject,
principally to approval from the Australian Foreign Investment Review Board (FIRB). At the date of writing,
FIRB approval is still progressing.
Royalty sale terms are:
• Total consideration of A$1.0 million,
• Initial payment of A$400,000, comprising A$50,000 immediate payment, followed by A$350,000 on
completion, including FIRB approval,
• First production milestone payment of A$300,000 upon cumulative sales reaching 25,000 ounces of gold,
• Second production milestone payment of A$300,000 upon cumulative sales reaching 50,000 ounces of gold.
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 10 October 2019)
Classification
Indicated
Inferred
Total
‘000
Tonnes
3,780
930
4,710
WO3
Mo
Cu
Grade %
Tonnes Grade %
Tonnes Grade % Tonnes
0.29
0.25
0.28
11,000
2,300
13,300
0.14
0.15
0.14
5,400
1,400
6,800
0.05
0.04
0.05
1,800
300
2,200
Fe
Grade %
18.7
15.2
18.0
Thor Mining PLC holds 100% equity interest in this resource.
Notes:
•
• Mineral Resource reported at 0.12% WO3 equivalent 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.
Principal risks and uncertainties
The management of the business and the execution of the Group’s strategy are subject to a number of risks.
The key business risks affecting the Group are set out below.
Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate
them. If more than one event occurs, it is possible that the overall effect of such events would compound the
possible adverse effects on the Group.
Exploration risks
The exploration and mining business is controlled by a number of global factors, principally supply and demand
which in turn is a key driver of global mineral prices; these factors are beyond the control of the Group.
Exploration is a high-risk business and there can be no guarantee that any mineralisation discovered will result
in proven and probable reserves or go on to be an operating mine. At every stage of the exploration process the
projects are rigorously reviewed to determine if the results justify the next stage of exploration expenditure
ensuring that funds are only applied to high priority targets.
10
The principal assets of the Group comprising the mineral exploration licences are subject to certain financial and
legal commitments. If these commitments are not fulfilled the licences could be revoked. They are also subject
to legislation defined by the Government; if this legislation is changed it could adversely affect the value of the
Group’s assets.
Dependence on key personnel
The Group and Company is dependent upon its executive management team and various technical consultants.
Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the
retention of their services cannot be guaranteed. The development and success of the Group depends on its
ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the
inability to attract additional qualified personnel as the Group grows could have an adverse effect on future
business and financial conditions.
Uninsured risk
The Group, as a participant in exploration and development programmes, may become subject to liability for
hazards that cannot be insured against or third party claims that exceed the insurance cover. The Group may
also be disrupted by a variety of risks and hazards that are beyond control, including geological, geotechnical
and seismic factors, environmental hazards, industrial accidents, occupational and health hazards and weather
conditions or other acts of God.
Funding risk
The only sources of funding currently available to the Group are through the issue of additional equity capital in
the parent company or through bringing in partners to fund exploration and development costs. The Company’s
ability to raise further funds will depend on the success of the Group’s exploration activities and its investment
strategy. The Company may not be successful in procuring funds on terms which are attractive and, if such
funding is unavailable, the Group may be required to reduce the scope of its exploration activities or relinquish
some of the exploration licences held for which it may incur fines or penalties.
Financial risks
The Group’s operations expose it to a variety of financial risks that can include market risk (including foreign
currency, price and interest rate risk), credit risk, and liquidity risk. The Group has a risk management
programme in place that seeks to limit the adverse effects on the financial performance of the Group by
monitoring levels of debt finance and the related finance costs. The Group does not use derivative financial
instruments to manage interest rate costs and, as such, no hedge accounting is applied.
COVID-19
The outbreak of the recent global COVID-19 virus has resulted in business disruption and stock market volatility.
The extent of the effect of the virus, including its long-term impact, remains uncertain. The Group has
implemented extensive business continuity procedures and contingency arrangements to ensure that they are
able to continue to operate.
11
Section 172(1) Statement - Promotion of the Company for the benefit of the members as
a whole
The Directors believe they have acted in the way most likely to promote the success of the
Company for the benefit of its members as a whole, as required by s172 of the Companies Act
2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long term
• Act fairly between the members of the Company
• Maintain a reputation for high standards of business conduct
• Consider the interests of the Company’s employees
• Foster the Company’s relationships with suppliers, customers and others
• Consider the impact of the Company’s operations on the community and the environment
The Company continues to progress with its portfolio of exploration projects and investments,
which are inherently speculative in nature and, without regular income, is dependent upon fund-
raising for its continued operation. The pre-revenue nature of the business is important to the
understanding of the Company by its members, employees and suppliers, and the Directors are as
transparent about the cash position and funding requirements as is allowed under AIM Rules for
Companies.
The application of the s172 requirements can be demonstrated in relation to the some of the key
decisions made during the year:
• Progressing its investment in EnviroCopper Limited towards a targeted equity investment of
30% ownership. EnviroCopper has an interest in two projects in South Australia looking to
utilise In-Situ Recovery mining which is an environmentally low impact alternative to
recover copper and gold deposits.
• Expanding the portfolio of projects and commodities through the acquisition of American
Vanadium Pty Ltd, with subsidiaries holding tenements in Colorado and Utah, prospective for
uranium and vanadium
• Advancing an early stage exploration opportunity at the Company’s Ragged Range
tenement, in the Pilbara region of Western Australia, through a successful ground sampling
program
• Extending the known, potentially economic, mineralisation through further drilling success at
Bonya, near the Company’s development ready Molyhil Tungsten and Molybdenum project.
• Successful capital raising activities during the year to fund the Company’s operations
• Continued assessment of corporate overheads, expenditure levels and wider market
conditions
As a mining exploration Company with projects in Australia and United States of America, the
Board takes seriously its ethical responsibilities to the communities and environment in which it
works. Wherever possible, local communities are engaged in the geological operations & support
functions required for field operations. The regions in which the Company operates have native title
laws. The Company is respectful of native title rights and engages proactively with local
communities. In addition, we are careful to manage the environmental obligations of our work,
and in particular undertake site rehabilitation programmes, and prepare mine management plans,
in accordance with local laws and regulations. Our goal is to meet or exceed standards, in order to
ensure we maintain our social licence to operate from the communities with which we interact.
We abide by the local, including relevant UK and Australian laws on anti-corruption & bribery.
The interests of our employees are a primary consideration for the Board. Personal development
opportunities are supported and health and safety are central to planning for field expeditions.
Other information
Other information that is usually found in the Strategic report has been included in the Directors
report.
12
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 2020.
Review of Operations
The net result of operations for the year was a loss of £922,000 (2019 loss: £735,000).
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 and was a director of ASX listed company
Southern Gold Limited (retired 30 November 2018).
Mark Potter – Non-Executive Director (appointed 27 August 2019)
Mr Potter 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 Non-Executive Chairman of Artemis Resources Limited and 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
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.
Mark McGeough – Non-Executive Director (appointed 4 August 2020)
Mr McGeough is an experienced geologist who has spent nearly 40 years in Australia exploring for
gold, IOCG copper-gold, silver-lead-zinc and uranium. He was involved in the discovery of the White
Dam gold deposit in South Australia and the Theseus uranium deposit in WA.
Mark’s career includes a variety of small, mid-size and large mining companies including Chinova
Resources, Toro Energy, Xstrata Copper, Mount Isa Mines and AGIP Australia. For Chinova Resources
Mark combined the role of General Manager Exploration with technical director roles for subsidiary
companies. From 2005 to 2008 Mark was also the Manager of the SA Geological Survey, promoting
the PACE program. Mark is a Fellow of the AusIMM.
Richard Bradey – BSc (App Geol), MSc (Nat Res Man), MAusIMM – Executive Director
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.
Richard has provided notice of his resignation effective 29 October 2020.
13
Alastair Middleton – BSc Geol, MSc (MinEx) - Non-Executive Director (Retired 29 November 2019)
David Edward Thomas – BSc(Eng), ARSM, FIMM, FAusIMM (CPMin) - Non-Executive Director
(Retired 29 November 2019)
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 General Manager Commercial & Operations at
engineering and construction company Parsons Brinckerhoff. Mr Ridge is company secretary for two
other ASX listed companies.
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
four 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 (to the date of retirement 29 November 2019).
Principal activities and review of the business
The principal activities of the Group are the exploration for and potential development of tungsten,
gold, copper 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.
At the 100% owned Ragged Range Project in the Pilbara region of Western Australia, Thor has exciting
early stage results for which gold and nickel drilling is planned.
Thor holds mineral claims in the US states of Colorado and Utah with historical high-grade uranium
and vanadium drilling and production results.
A detailed review of the Group’s activities is set out in the Review of Operations & Strategic Report.
Corona Virus (Covid-19) Impact
The impact of COVID19 on Thor’s operations has caused some modest business disruption mainly in
respect of the following:
•
•
•
Ensuring the health and safety of our staff and contractors;
Logistical issues surrounding supporting field operations; and
Volatility of capital markets and Thor’s ability to secure equity capital.
14
These issues have all been directly addressed. In terms of health of our staff we have standard
practices in place to minimise the risk of COVID19 contraction or spread: working from home where
appropriate, the use of face masks in public in compliance with local requirements and ensuring the
availability of sanitiser and social distance in the office environment. Travel to major population
centres is minimised where possible and the company retains a strict policy of staff staying at home
if they feel unwell.
In respect of logistical issues, there has been some unavoidable disruption but the Company ahs
been able to source local resources for exploration activities to avoid the need for international travel
and working remotely using digital technology to support in field operations.
Business Review and future developments
A review of the current and future development of the Group’s business is provided in the Review of
Operations & Strategic Report.
Results and dividends
The Group incurred a loss after taxation of £922,000 (2019 loss: £735,000). 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.
At this stage, management believe that the management of cash is the main performance indicator
which is monitored.
Events occurring after the reporting period
Subsequent to 30 June 2020, Thor provided notice to EnviroCopper Limited to convert $600,000 of
it’s convertible loan to a 25% interest in EnviroCopper Limited and the right to nominate a Board
representative. Accordingly, the loan receivable from ECR will be reclassified in the Group’s
Statement of Financial Position to an equity accounted investment for future reporting periods.
On 6 July 2020, Thor announced that the Northern Territory Government had awarded Major Project
status to the Molyhil tungsten/molybdenum project.
On 8 July 2020, following shareholder approval, the Company completed a capital raise through the
issue of the following securities:
• 70,000,000 warrants on the basis of one warrant for every two Ordinary Shares that were
issued to placees on 5 June 2020 for $0.005 per Ordinary Share;
• 54,000,000 Ordinary Shares issued at $0.005 per Ordinary Share together with 27,000,000
warrants on the basis of one warrant for every two Ordinary Shares. (50,000,000 Ordinary
Shares were issued to a significant shareholder, Metal Tiger Plc, and 2,000,000 to each of
two Directors participating in the placement, Messrs Billing and Bradey).
• 8,000,000 warrants to the broker to the placement.
The Company also issued 1,587,302 Ordinary Shares on 8 July to two Directors, Messrs Billing and
Potter, in lieu of cash payment for 50% of directors’ fees owing for the period 1 January 2020 to 30
June 2020.
On 15 July 2020, Thor announced the sale of its Spring Hill gold project royalty entitlement to AIM
quoted Trident Royalties Plc, subject to Australian government Foreign Investment Review Board
(FIRB) approval, for total consideration of A$1.0 million. $50,000 cash has been received, a further
$350,000 cash is due following FIRB approval, and the remaining $600,000 is linked to two
production milestones. These two milestone payments, at the election or Trident, may be made via
the issue to Thor of ordinary shares in Trident.
A new Director, Mark McGeough, was appointed on 4 August 2020, and Mr Bradey has advised of his
resignation as a Director and Exploration Manager effective 29 October 2020.
15
On 2 September 2020, Thor announced assays from the latest stream sediment sampling program
substantially exceeded management expectations at the 100% owned Pilbara Goldfield tenements,
to be called Ragged Range (E46/1262 and E46/1190), in Western Australia. The stream sediment
Bulk Leach Extractable Gold (BLEG) samples were part of the second phase geochemistry program,
now complete, following up on results from October 2019. Highlights were:
• Assay results from 2020 detail sampling, support and extend from two 2019 test sites defining
a 3 x 1-kilometre zone of highly anomalous gold.
• Sampling results have now defined an overall broader target zone of 13 x 1 km of highly
anomalous gold, demonstrating the potential to host a significant gold bearing system.
• Samples defining the 13km gold target zone are from separate drainage catchments
supporting the potential of gold mineralisation along the entire strike length.
• Next steps to commence immediately include; further mapping, stream sediment and soil
sampling, and a detailed aeromagnetic survey.
Thor completed its acquisition of American Vanadium Pty Ltd (AVU). Through two US subsidiaries,
AVU holds a 100% interest in a Uranium and Vanadium projects in Colorado and Utah. Field sampling
undertaken by Thor during the due diligence period showed assay results of high grade uranium (up
to 1.25% U3O8) and vanadium (up to 3.47% V2O5). Consideration for the acquisition comprises
24,000,000 Ordinary Shares in Thor issued 15 September 2020, and further Ordinary Shares to be
issued subject to achievement of agreed milestones (refer AIM announcement of 9 September and
ASX announcement of 10 September).
On 15 September 2020, the Company announced a capital raise of UK£1,065,500 (approximately
A$1,875,000) in two tranches:
• The first tranche was completed on 28 September 2020 with the issue of 123,750,000
Ordinary Shares at a price of 0.6 pence per Ordinary Share, for £742,500, together with
61,875,000 warrants on the basis of one warrant for every two Ordinary Shares subscribed;
• The second tranche of 53,833,333 shares and 26,926,667 warrants, on the same terms as
the first tranche, is expected to be issued on or around 27 October 2020 subject to shareholder
approval. The second tranche includes participation by Metal Tiger Plc, a substantial
shareholder (25,000,000 Ordinary Shares and 12,500,000 warrants) and two Directors (Mr
Billing 2,500,000 Ordinary Shares and 1,250,000 warrants, and Mr McGeough 833,000
Ordinary Shares and 416,667 warrants).
On 23 September 2020, the Company issued 9,450,000 Ordinary Shares as a result of warrants
exercised at a price of 0.2 pence per Ordinary Share.
Also on the 23 September 2020, the Group received A$173,717 from the Australian Government for
its research and development tax incentive claim related to eligible expenditure incurred in the year
ended 30 June 2020.
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 25 September 2020, 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
%
15/09/2020
146,550,000 11.2
15/09/2020
57,415,140
4.4
Mr Michael Billing
15/09/2020
48,994,725
3.8
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
16
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 25 September 2020.
In addition to the above holdings, all three of the above three substantial shareholders are to
participate in a capital raise announced 15 September 2020. Mr Johnson participated in tranche 1
completed on 28 September being issued with 4,166,667 Ordinary Shares and 2,083,333 warrants.
Metal Tiger Plc and Mr Billing are to participate in a second tranche, subject to shareholder approval
at a General Meeting expected to be held on or around 20 October 2020. Metal Tiger Plc have
subscribed for 25,000,000 Ordinary Shares and 12,500,000 warrants and Mr Billing has subscribed
for 2,500,000 Ordinary Shares and 1,250,000 warrants. Refer ASX and AIM announcements of 15
September 2020.
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 2020 or their date of resignation if prior to 30 June 2020, were follows:
Ordinary Shares/CDIs
Unlisted Options
30 June 2020
30 June 2019 30 June 2020 30 June 2019
Michael Billing
Richard Bradey
Mark Potter
David Thomas
45,407,423
32,407,423
4,500,000
14,500,000
31,792
-
31,792
8,000,000
9,500,000
-
-
-
9,410,970
9,410,970
5,500,000
9,500,000
Alastair Middleton
250,000
250,000
5,500,000
5,500,000
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 are paid the GBP equivalent of A$40,000 at an agreed average foreign exchange rate, 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.
17
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.
2020
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 Billing
Mark Potter4
Richard Bradey3
David Thomas2
Alastair Middleton2
Key Personnel 1
Ray Ridge
2020 Total
129
21
102
14
11
40
317
2
-
10
1
-
-
13
131
21
112
15
11
40
330
131
21
112
15
11
40
330
-
-
-
-
-
-
-
-
-
-
-
-
-
-
131
21
112
15
11
40
330
1 As at 30 June 2020 amounts of £101,692, £5,329 and £13,406, remained unpaid to Messrs Billing, Potter and
Ridge respectively.
2 Retired 29 November 2019.
3 Mr Bradey receives a salary as an executive of the Company and does not receive any additional fees as a
Director.
4 Appointed 27 August 2019
5 Messrs Billing and Potter elected to receive 50% of their directors’ fees for the 6 months to 30 June 2020 by
Thor shares in lieu of cash payment. Following shareholder approval on 7 July 2020, 1,587,302 ordinary
shares were issued on 9 July 2020, to each of Messrs Billing and Potter in lieu of $10,000 in directors fees
owing to each.
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.
18
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:
2020
Michael Billing
Richard Bradey
Mark Potter (appointed 27 August 2019)
David Thomas (retired 27 November 2019)
Alastair Middleton (retired 27 November 2019)
Corporate Governance
Meetings held
whilst in Office Meetings attended
12
12
10
4
4
12
12
10
4
4
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.
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 Australian Company Secretary, 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.
19
Employment Policies
The Group will be committed to promoting policies which ensure that high calibre employees are
attracted, retained and motivated, to ensure the ongoing success for the business. Employees and
those who seek to work within the Group are treated equally regardless of gender, age, marital
status, creed, colour, race or ethnic origin.
Health and Safety
The Group’s aim will be to achieve and maintain a high standard of workplace safety. In order to
achieve this objective, the Group will provide training and support to employees and set demanding
standards for workplace safety.
Payment to Suppliers
The Group’s policy is to agree terms and conditions with suppliers in advance; payment is then made
in accordance with the agreement provided the supplier has met the terms and conditions. Under
normal operating conditions, suppliers are paid within 60 days of receipt of invoice.
Political Contributions and Charitable Donations
During the period the Group did not make any political contributions or charitable donations.
Annual General Meeting (“AGM”)
This report and financial statements will be presented to shareholders for their approval at the AGM.
The Notice of the AGM will be distributed to shareholders together with the Annual Report.
Auditors
On 23 September 2020, Thor announced that it had changed its auditor, following the receipt of a
resignation letter from the Company’s incumbent auditor, Chapman Davis LLP. Thor appointed PKF
Littlejohn LLP to complete the audit for the year ended 30 June 2020. The appointment of an auditor
for the year ended 30 June 2021 will be considered at the Company’s next Annual General Meeting
expected to be held late November 2020.
The resignation letter received from Chapman Davis LLP noted "no circumstances connected with our
resignation which we consider should be brought to the notice of the members or creditors of the
Company" under section 519 of the Companies Act 2006.
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 2020. The
Directors have prepared cash flow forecasts for the period ending 30 September 2021 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.
20
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under
the law the directors have prepared financial statements in accordance with International Financial
Reporting Standards (‘IFRS’) as adopted by the European Union. Under company law the Directors
must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the company and of the income statement of the company for that year
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 they have been prepared in accordance with IFRSs as adopted by the European
Union, 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 confirm that they have complied with the above requirements in preparing the financial
statements.
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company transactions and disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Electronic communication
The maintenance and integrity of the Company’s website is the responsibility of the Directors: the
work carried out by the auditors does not involve consideration of these matters and, accordingly,
the auditors accept no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
The Company’s website is maintained in accordance with AIM Rule 26.
Legislation in the United Kingdom governing the preparation and dissemination of the financial
statements may differ from legislation in other jurisdictions.
This report was approved by the Board on 30 September 2020.
Michael Billing
Executive Chairman
Ray Ridge
Chief Financial Officer
21
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THOR MINING PLC
Opinion
We have audited the financial statements of Thor Mining Plc (the ‘parent company’) and its subsidiaries (the ‘group’)
for the year ended 30 June 2020 which comprise the Consolidated and Parent Company Statements of
Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated
and Parent Company Statements of Cash Flows , the Consolidated and Parent Company Statements of Changes in
Equity and notes to the financial statements, including a summary of significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
•
•
•
give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 June 2020 and
of the group’s loss for the year then ended;
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We are independent of the group and parent company in accordance with
the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Material uncertainty related to going concern
We draw attention to note 1(c) in the financial statements which identifies conditions that may cast doubt on the group’s
ability to continue as a going concern. The group incurred a net loss of £921,000 and had operating cash outflows of
£851,000 in the year. It is not expected to generate any revenue or positive inflows from operations in the 12 months
from the date on which these financial statements are approved.
The group has cash resources of £233,000 as at the year-end. Management indicate that based on the current
expenditure levels, all current cash resources will be used prior to the 12 months period from the date on which these
financial statements are approved..
The financial statements have been prepared on the going concern basis. The ability of the group, as showcased
above, to meet its operational objectives is dependent on its ability to raise additional funds in the next 12 months.
As stated in note 1(c) these events or conditions along with other matters elsewhere indicate that a material uncertainty
exists that may cast significant doubt on the ability of the group and parent company to continue as a going concern.
Our opinion is not modified in this respect.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing and extent of our audit procedures. The materiality
applied to the financial statements as a whole was set as follows:
2019
Basis for materiality
Group
£130,000
1% of gross assets
Parent
Company
£129,900
1% of gross assets
In our professional judgement, we consider gross assets to be to be one of the principal benchmarks within the
financial statements relevant to members of the group in assessing financial position and performance.
Whilst materiality for the group financial statements as a whole was £130,000 each significant component of the group
was audited to a level of materiality ranging between £30,200 - £129,900.
We agreed with the audit committee that we would report all individual audit differences identified during the course of
our audit in excess of £6,500, in addition to other audit misstatements below that threshold that we believe warrant
reporting on qualitative grounds.
An overview of the scope of our audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular we looked at areas involving significant accounting estimates and judgements by the Directors
and considered future events that are inherently uncertain. As in all of our audits, we also addressed the risk of
management override of internal controls, including among other matters consideration of whether there was evidence
of bias that represented a risk of material misstatement due to fraud.
Each component was assessed as to whether they were significant or not significant to the group by either their size or
risk. The parent Company and three components were considered to be significant due to identified risk and size.
These components have been subject to full scope audit by a component auditor and reviewed by us. A limited scope
review was performed on a component assessed as material and the remaining components were subject to analytical
review only because they were not material to the group.
Of the 10 reporting components of the group, 4 are located in The United States of America and 5 components are
located in Australia, all of which are audited by a component auditor under our instruction. The parent company audit
was principally performed in London, conducted by PKF Littlejohn LLP using a team with specific experience of
auditing mining exploration entities and publicly listed entities. The Senior Statutory Auditor interacted regularly with the
component audit teams during all stages of the audit and was responsible for the scope and direction of the audit
process. This, in conjunction with additional procedures performed, gave us sufficient and appropriate audit evidence to
support the audit opinion of the group and parent company financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty
Related to Going Concern section we have determined the matters described below to be the key audit matters to be
communicated in our report.
Carrying value of intangible assets (refer Note 7)
How the scope of our audit responded to the key audit matter
The group holds exploration and evaluation assets
with a carrying value of £12,252,000 which relate to
the Molyhill Mine and Bonya tenements in Australia
and Pilot Mt. project in The United States of America.
Intangible assets represent c. 98% of the group’s total
assets.
The carrying value and recoverability of these assets
are tested annually for impairment. The estimated
recoverable amount of this balance is subjective due
to the inherent uncertainty involved in the assessment
of exploration projects.
We have obtained and reviewed the Directors impairment review
of intangible assets which considered the areas listed as
indicators of impairment under IFRS 6. Our work included the
following:
▪ Obtaining the impairment assessment prepared by
management and reviewing for reasonableness;
▪ Obtaining the current exploration licences and ensuring that
they remain valid;
▪ Making enquiries of management over the future plans for
each license including obtaining cashflow projections where
necessary and corroborating to minimum spend requirements
attached to licences;
▪ Reviewing the indicators of impairment listed in IFRS 6;
▪ Reviewing the working papers and reporting deliverables of
component auditors;
▪ Reviewing the exploration and evaluation expenditures to
assess their eligibility for capitalisation under IFRS 6 by
corroborating to the original source documentation; and
▪ Reviewing the disclosures presented in the financial
statements to ensure they are in line with the relevant
accounting standard.
Net investments in subsidiaries, including in
intercompany receivables (refer note 8)
The parent company’s net investment in subsidiaries
is £12,540,000.
The carrying value of the net investment in
subsidiaries is ultimately dependent on the value of
the underlying assets. Many of the underlying assets
are exploration projects which are at an early stage of
exploration, making it difficult to determine their
value. Valuations for these sites are therefore based
on judgments and estimates made by the Directors -
which leads to a risk of misstatement.
How the scope of our audit responded to the key audit matter
We have obtained and reviewed the Directors impairment review
of the carrying value of the parent company’s net investment in
the subsidiaries. Our work included:
• Reviewing the impairment indicators listed in IFRS 6
including specific consideration regarding the renewal of
the exploration licenses;
• Obtaining and reviewing available key external reports;
• Reviewing the audit working papers of certain
components to assess impairment considerations of
exploration assets made by their auditors; and
• Discussing with management the basis for impairment or
non-impairment of investment in subsidiaries and loans
receivable from subsidiaries.
Other information
The other information comprises the information included in the annual report, other than the financial statements and
our auditor’s report thereon. The Directors are responsible for the other information. Our opinion on the group and
parent company financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we
are required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the Directors’ report for the financial period for which the
financial statements are prepared is consistent with the financial statements; and
the strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit
have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
•
•
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation
of the group and parent company financial statements and for being satisfied that they give a true and fair view, and for
such internal control as the Directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the Directors are responsible for assessing the
group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the group
or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the
company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Zahir Khaki (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
30 September 2020
THOR MINING PLC
Statements of Comprehensive Income for the year ended 30 June 2020
Administrative expenses
Corporate expenses
Share based payments expense
Realised gain on financial assets
Exploration expenses
Net impairment of subsidiary loans
Net impairment of investments
Write off/Impairment of exploration assets
Operating Loss
Interest Received
Interest paid
Loss on Revaluation of Investments
Loss on Sale of Investments
Sundry Income
Loss before Taxation
Taxation
Loss for the year attributable to the equity
holders
Other comprehensive income:
Items that may be subsequently reclassified to
profit or loss:
Exchange differences on translating foreign
operations
Other comprehensive income for the period, net
of income tax
Loss for the year and total comprehensive loss
attributable to the equity holders
Note
Consolidated
£'000
2020
£'000
2019
Company
£'000
2020
£'000
2019
(123)
(663)
(48)
6
(25)
-
-
(59)
(912)
2
(4)
(17)
(29)
38
(922)
-
(91)
(601)
(22)
(1)
(21)
-
-
(28)
(764)
12
-
-
-
17
(735)
-
(173)
(339)
(12)
5
-
(176)
(49)
-
(744)
-
-
-
(8)
-
(752)
-
(139)
(271)
(22)
-
-
(403)
-
-
(835)
-
-
-
-
-
(835)
-
(922)
(735)
(752)
(835)
7
3
8b
8b
5
160
(100)
160
(100)
-
-
-
-
(762)
(835)
(752)
(835)
Basic & diluted attributable to the equity holders
6
(0.09)p
(0.10)p
The accompanying notes form an integral part of these financial statements.
26
THOR MINING PLC
Statements of Financial Position at 30 June 2020
Co No: 05276414
Note
Consolidated
Company
£'000
2020
£'000
2019
£'000
2020
£'000
2019
ASSETS
Non-current assets
Intangible assets - deferred exploration costs
Investment in subsidiaries
Financial assets at fair value through profit or
loss
Loans to subsidiaries
Financial assets at fair value through profit or
loss
Deposits to support performance bonds
Right of use asset
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
Lease Liability
Total current liabilities
Non Current Liabilities
Lease Liability
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
14
15
16
12, 252
-
11,688
-
-
-
103
-
391
42
41
7
12,733
233
43
276
13,009
332
42
-
14
12,179
523
64
587
12,766
-
1,157
-
-
1,206
103
11,383
-
11,252
-
-
-
-
12,540
229
29
258
12,798
-
-
-
12,561
56
14
70
12,631
(307)
(54)
(31)
(392)
(245)
(12)
(39)
(45) - -
-
(12)
-
(39)
-
(290)
(11)
(11)
-
-
-
- - -
(403)
(290)
(39)
(12)
12,606
12,476
12,759
12,619
3,733
22,288
2,244
405
275
3,692
21,449
-
405
359
(16,339) (15,513) (13,942) (13,286)
3,692
21,449
2,084
405
359
3,733
22,288
-
405
275
Total shareholders equity
12,606
12,476
12,759
12,619
The accompanying notes form part of these financial statements. These Financial Statements were approved
by the Board of Directors on 30 September 2020 and were signed on its behalf by:
Michael Billing
Executive Chairman
Ray Ridge
Chief Financial Officer
27
THOR MINING PLC
Statements of Cash Flows for the year ended 30 June 2020
Consolidated
Company
Note
£'000
£'000
£'000
2020
2019
2020
£'000
2019
Cash flows from operating activities
Operating Loss
Sundry income
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
Increase in provisions
Depreciation
Exploration expenditure written off
Impairment subsidiary loans
Impairment investments in subsidiaries
Share based payment expense
Exclusivity fee paid in shares
(912)
(764)
(744)
(835)
38
19
44
9
37
59
-
-
48
27
17
(8)
(12)
(4)
8
28
-
-
22
-
-
(15)
27
-
-
-
-
10
(13)
-
-
-
176
403
49
12
27
-
22
-
Net cash outflow from operating activities
(631)
(713)
(468)
(413)
Cash flows from investing activities
Interest received
Interest paid
Expenditure on refundable performance bonds
Cash acquired in purchase of subsidiaries
R&D Grants for exploration expenditure
Payments for exploration expenditure
Loan advanced (convertible note)
Loans to controlled entities
Proceeds from sale of investments
2
(4)
-
-
124
(570)
(56)
-
56
17
-
(22)
41
-
(876)
(221)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(174)
(943)
-
-
Net cash in/(out)flow from investing activities
(448)
(1,061)
(174)
(943)
Cash flows from financing activities
Finance lease repaid
Net issue of ordinary share capital
Net cash inflow from financing activities
(30)
815
785
(10)
949
939
-
815
815
-
949
949
Net increase in cash and cash equivalents
(294)
(835)
173
(407)
Non cash exchange changes
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
4
523
233
(16)
1,374
523
-
56
229
-
463
56
28
THOR MINING PLC
Statements of Changes in Equity For the year ended 30 June 2020
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 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)
-
-
-
-
-
-
-
Balance at 1 July 2019 3,692 21,449 (15,513)
(922)
Loss for the period
Foreign currency
translation reserve
Total comprehensive
(loss) for the period
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Options exercised/lapsed
Options issued
At 30 June 2020
-
-
96
-
3,733 22,288 (16,339)
915
(76)
-
-
41
-
-
(922)
-
-
-
-
Company
-
-
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)
-
-
-
-
Balance at 1 July 2019 3,692 21,449 (13,286)
Loss for the period
(752)
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 2020
-
-
96
-
3,733 22,288 (13,942)
915
(76)
-
-
41
-
-
-
(752)
-
-
29
2,184
-
405
-
297 11,470
(735)
-
(100)
(100)
-
-
-
-
2,084
2,084
-
160
160
-
-
-
-
2,244
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
405
405
-
-
-
-
-
-
-
405
405
-
-
-
(100)
(835)
-
-
(6)
68
1,799
(26)
-
68
359 12,476
359 12,476
(922)
-
-
-
160
(762)
-
-
(96)
12
956
(76)
-
12
275 12,606
297 11,613
(835)
-
-
-
(835)
-
-
-
-
405
405
-
-
-
(6)
68
1,799
(26)
-
68
359 12,619
359 12,619
(752)
-
-
-
(752)
-
-
-
-
405
-
-
(96)
12
956
(76)
-
12
275 12,759
THOR MINING PLC
Notes to the Accounts for the year ended 30 June 2020
1
Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year ended 30 June 2020 were
authorised for issue by the Board on 30 September 2020 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 and Parent Company financial statements have been prepared in accordance with
International Financial Reporting Standards as adopted by the European Union (“IFRS”) and
with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. 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 £922,000 during the period ended 30
June 2020, and had a net cash outflow of £1,079,000 from operating and investing activities.
The consolidated entity continues to be reliant upon capital raisings for continued operations
and the provision of working capital.
The Group’s cash flow forecast for the 12 months ending 30 September 2021, highlight the fact
that the Company is expected to continue to generate negative cash flow over that period,
inclusive of the discretionary exploration spend. The Board of Directors, are of the view that
the injection of funds into the Group during the next 12 months (refer Note 21), and are
confident that any further 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.
For the above detailed reasons, the Directors believe there is a material uncertainty over the
Company’s status as a going concern. However, the Directors have a reasonable expectation
that the Company will be able to raise sufficient funding to allow it to cover its working capital
for a period of twelve months from the date of approval of the financial statements. It is for
this reason 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 Group applies the acquisition method of accounting to account for business combinations.
The consideration transferred for the acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred to the former owners of the acquiree and the equity interests
issued by the Group. The consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at
their fair values at the acquisition date.
30
THOR MINING PLC
Acquisition-related costs are expensed as incurred unless they result from the issuance of
shares, in which case they are offset against the premium on those shares within equity.
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.
Exploration, evaluation and development expenditure are not amortised, as all areas of interest
remain in the pre-production phase.
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.
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.
Exploration and evaluation assets recorded at fair-value on acquisition
Exploration assets which are acquired are recognised at fair value. When an acquisition of an
entity whose only significant assets are its exploration asset and/or rights to explore, the
Directors consider that the fair value of the exploration assets is equal to the consideration.
Any excess of the consideration over the capitalised exploration asset is attributed to the fair
value of the exploration asset.
f)
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.
The amount of any claim received during the year from the Australian Government for eligible
exploration expenditure claimed as a Research & Development Tax Incentive is treated as an
offset or reduction of the deferred exploration costs. The amounts received in the year ended
30 June 2020 was A$221,296 (£123,616) (2019: nil).
31
THOR MINING PLC
h) Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
profit or loss, loans and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially
at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs.
Subsequent measurement
After initial recognition, trade and other payables are subsequently measured at amortised cost
using the EIR method. Gains and losses are recognised in the statement of profit or loss and
other comprehensive income when the liabilities are derecognised, as well as through the EIR
amortisation process.
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or
expires.
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 service providers, in the
form of share options. For further information refer to Note 16.
The cost of equity-settled transactions is measured by reference to the fair value of the services
provided. If a reliable estimate cannot be made, the fair value of the Options granted is based
on the Black-Scholes model.
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.
32
THOR MINING PLC
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) 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.
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) Financial assets
Loans and Receivables
Classification and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an instrument level.
The Group’s and Company’s business model for managing financial assets refers to how it
manages its financial assets in order to generate cash flows. The business model determines
whether cash flows will result from collecting contractual cash flows, selling the financial assets,
or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
•
•
•
financial assets at amortised cost (debt instruments);
financial assets at fair value through OCI with recycling of cumulative gains and losses
(debt instruments);
financial assets designated at fair value through OCI with no recycling of cumulative gains
and losses upon derecognition (equity instruments); and
•
financial assets at fair value through profit or loss.
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group and Company. The Group and Company
measure financial assets at amortised cost if both of the following conditions are met:
•
•
the financial asset is held within a business model with the objective to hold financial assets
in order to collect contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest rate
(“EIR”) method and are subject to impairment. Interest received is recognised as part of finance
income in the statement of profit or loss and other comprehensive income. Gains and losses
are recognised in profit or loss when the asset is derecognised, modified or impaired. The
Group’s and Company’s financial assets at amortised cost include trade and other receivables
(not subject to provisional pricing) and cash and cash equivalents.
33
THOR MINING PLC
Financial assets at fair value through profit or loss
The group classifies the following financial assets at fair value through profit or loss (FVPL):
• debt instruments that do not qualify for measurement at either amortised cost (see Note
8(d)) or FVOCI.
Derecognition
A financial asset is primarily derecognised when:
•
•
the rights to receive cash flows from the asset have expired; or
the Group and Company have transferred their rights to receive cash flows from the asset
or has assumed an obligation to pay the received cash flows in full without material delay
to a third party under a ‘pass-through’ arrangement; and either (a) the Group and Company
have transferred substantially all the risks and rewards of the asset, or (b) the Group and
Company have neither transferred nor retained substantially all the risks and rewards of
the asset, but has transferred control of the asset.
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.
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) 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.
p) Property, plant and equipment
Plant and equipment are 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.
34
THOR MINING PLC
q)
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is
required, the Group makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of its fair value less costs to sell and its value in use and is
determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or Groups of assets and the asset's value in use
cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment
as part of the cash-generating unit to which it belongs. When the carrying amount of an asset
or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is
considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. Impairment losses relating to continuing operations
are recognised in those expense categories consistent with the function of the impaired asset
unless the asset is carried at its revalued amount (in which case the impairment loss is treated
as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A previously recognised impairment loss
is reversed only if there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognised. If that is the case the
carrying amount of the asset is increased to its recoverable amount.
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.
r)
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.
s)
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;
35
THOR MINING PLC
divided by the weighted average number of ordinary shares and dilutive potential ordinary
shares, adjusted for any bonus element.
t)
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.
u)
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.
v)
Leased assets (comparative period ended 30 June 2019 only)
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.
From the 1 July 2019, the Group applied the new accounting standard IFRS 16: Leases.
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 2019:
•
IFRS 16: Leases
The impact of the adoption of this Standard and the respective accounting policies is disclosed
further below.
This note describes the nature and effect of the adoption of IFRS 16: Leases on the Group’s
financial statements and discloses the new accounting policies that have been applied from 1
July 2019, where they are different to those applied in prior periods.
The Company as Lessee
At the inception of a contract, the Group assesses if the contract is a lease or contains a lease.
If there is a lease present, a right-of-use asset and a corresponding lease liability are recognised
by the Group where the Group is a lessee. However, all contracts that are classified as short-
term leases (ie a lease with a term of 12 months or less) and leases of low-value assets are
recognised as an operating expense on a straight-line basis over the term of the lease.
Initially the lease liability is measured at the present value of the lease payments still to be
paid at the commencement date. The lease payments are discounted at the interest rate implicit
in the lease. If this rate cannot be readily determined, the Group uses the incremental borrowing
rate.
Lease payments included in the measurement of the lease liability are as follows:
•
fixed lease payments less any lease incentives;
36
THOR MINING PLC
• variable lease payments that depend on an index or rate, initially measured using the
index or rate at the commencement date;
•
•
•
the amount expected to be payable by the lessee under residual value guarantees;
the exercise price of purchase options, if the lessee is reasonably certain to exercise the
options;
lease payments under extension options, if the lessee is reasonably certain to exercise
the options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise
of an option to terminate the lease.
The right-of-use assets comprise the initial measurement of the corresponding lease liability,
any lease payments made at or before the commencement date and any initial direct costs.
The subsequent measurement of the right-of-use assets is at cost less accumulated
depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the underlying asset,
whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the cost of the right-of-use asset
reflects that the Group anticipates to exercise a purchase option, the specific asset is
depreciated over the useful life of the underlying asset.
The Company as Lessor
As the Group has no contracts as a lessor, the provisions of IFRS 16 relating accounting for
lease contracts as a lessor are not applicable.
Initial Application of IFRS 16 Leases
The Group has adopted IFRS 16: Leases retrospectively with the cumulative effect of initially
applying IFRS 16 recognised at 1 July 2019. In accordance with IFRS 16, the comparatives for
the 2019 reporting period have not been restated.
The Group has recognised a lease liability and right-of-use asset for all leases (with the
exception of short-term and low-value leases), where the Group is the lessee.
Lease liabilities are measured at the present value of the remaining lease payments. The
Group's incremental borrowing rate as at 1 July 2019 was used to discount the lease payments.
The right-of-use assets for the leases have been measured and recognised in the statement of
financial position as at 1 July 2019 at the same amount as the lease liability.
The following practical expedients have been used by the Company in applying IFRS 16 for the
first time:
•
•
leases that have remaining lease term of less than 12 months as at 1 July 2019 have
been accounted for as short-term leases.
the use of hindsight to determine lease terms on contracts that have options to extend
or terminate.
The Company’s weighted average incremental borrowing rate on 1 July 2019 applied to the
lease liabilities was 4.58%.
x) New standards, amendments and interpretations not yet adopted
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.
y) Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRS requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the
37
THOR MINING PLC
reported amount of expenses during the period. Actual results may vary from the estimates
used to produce these Financial Statements.
Estimates and judgements are regularly evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
Items subject to such estimates and assumptions, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial
years, include but are not limited to:
•
Impairment of intangible assets – exploration and evaluation costs (Note 7)
• Valuation of investments in subsidiaries (Note 8)
• Recoverability of inter-company loans (Note 12)
• Share based payment transactions (Note 16)
2.
Segmental analysis – Group
Operating segments are reported in a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
The Group’s operations are located Australia and the United States of America, with the head office
located in the United Kingdom. The main tangible assets of the Group, cash and cash equivalents,
are held in the United States of America and Australia. The Board ensures that adequate amounts
are transferred internally to allow all companies to carry out their operational on a timely basis.
The Directors are of the opinion that the Group is engaged in a single segment of business being the
exploration for commodities. The Group currently has two geographical reportable segments – United
States of America and Australia.
Year ended 30 June 2020
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
40
(347)
(307)
-
(307)
-
258
258
-
(39)
(39)
-
(592)
(592)
-
(592)
10,081
-
10,081
(364)
-
(364)
-
(23)
(23)
-
(23)
40
(962)
(922
-
(922)
2,670
-
12,751
258
2,670
13,0009
-
-
-
(364)
(39)
(403)
Net Assets
219
9,717
2,670
12,606
38
THOR MINING PLC
2. Revenue and segmental analysis – Group (continued)
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
3.
Expenses by nature
Items of expenditure not otherwise disclosed on the
Statement of Comprehensive Income:
Depreciation
Auditors’ remuneration – audit services
Auditors’ remuneration – non audit services
Directors emoluments – fees and salaries
Other employee and contractor costs
Director and employees costed to exploration
American Vanadium due diligence & exclusivity fee
Listing costs (ASX, AIM, registry, investor relations)
2020
£’000
37
27
-
290
91
(143)
77
248
2019
£’000
8
25
-
369
79
(227)
-
251
31
Legal costs
Auditors’ remuneration for audit services above includes £18,000 (2019: £17,000) to Chapman Davis LLP for
the audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was
£8,822 (2019: £7,251).
49
39
THOR MINING PLC
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 for services
as Directors. In the case of Australian base Directors this annual fee is 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 four 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 (retired 29 November 2019) at a rate of A$1,500 per day. From December 2019 the Board
agreed to alter the threshold for additional invoicing for services provided by Directors to services
provided in excess of four days in any calendar month.
Mr Bradey receives an annual full time equivalent 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 2020
(i) Chairman and Chief Executive Officer
Michael Billing
(ii) Directors
Richard Bradey
Mark Potter
David Thomas
Alastair Middleton
(iii) Executives
Executive Chairman and Chief Executive Officer
Executive Director
Non-executive Director (appointed 27 August 2019)
Non-executive Director (Retired 29 November 2019)
Non-executive Director (Retired 29 November 2019)
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.
40
THOR MINING PLC
30 June 2020
Directors: 1
Michael Billing5
Mark Potter4,5
Richard Bradey3
David Thomas2
Alastair Middleton2
Key Personnel: 1
Ray Ridge1
Paid/Payable in
cash
£’000
Shares
£’000
Total Salary
& Fees
Options
Total
£’000
£’000
£’000
131
21
112
15
11
40
-
-
-
-
-
-
131
21
112
15
11
40
-
-
-
-
-
-
131
21
112
15
8
40
1 As at 30 June 2020 amounts of £101,692, £5,329, and £13,406, remained unpaid to Messrs Billing, Potter,
and Ridge respectively.
2 Retired 29 November 2019.
3 Mr Bradey receives a salary as an executive of the Company, and does not receive any additional fees as a
Director.
4 Appointed 27 August 2019.
5 Messrs Billing and Potter elected to receive 50% of their directors fees for the 6 months to 30 June 2020 by
Thor shares in lieu of cash payment. Following shareholder approval on 7 July 2020, 1,587,302 ordinary
shares were issued on 9 July 2020, to each of Messrs Billing and Potter in lieu of $10,000 in directors fees
owing to each.
30 June 2019
Directors: 1
Michael Billing2
Richard Bradey
David Thomas
Alastair Middleton
Paul Johnson3
Key Personnel:
Ray Ridge1
Paid/Payable in
cash
£’000
Shares2
£’000
Total Salary
& Fees
Options
Total
£’000
£’000
£’000
148
131
45
45
-
-
-
-
-
-
-
-
148
131
45
45
-
46
-
-
-
-
-
-
148
131
45
45
-
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.
(c) Compensation by category
Group
Key Management Personnel
Short-term
Share Option charges
Post-employment
2020
£’000
317
-
13
330
2019
£’000
400
-
15
415
41
THOR MINING PLC
(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 2020.
(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
30/6/19 or
appointment
date
Options
Lapsed
(Note A)
Options
Lapsed
(Note B)
Options
Lapsed
(Note C)
Held at
30/6/20
Vested and
exercisable at
30/6/20
Michael Billing
14,500,000 (7,000,000) (3,000,000)
Mark Potter
-
-
-
-
-
4,500,000
4,500,000
-
-
Richard Bradey
9,500,000
-
- (1,500,000) 8,000,000 3,000,000
David Thomas1
9,500,000 (4,000,000)
Alastair Middleton1
5,500,000
1 Balances held at the date of retirement (29 November 2019).
-
-
-
- 5,500,000
5,500,000
-
5,500,000
5,500,000
Notes:
A. Options lapsed on 26 July 2019. Exercise price was £0.0125 per share.
B. Options lapsed 31 March 2020. Exercise price was £0.018 per share.
C. Options lapsed 27 June 2020. Exercise price was £0.018 per share.
Key Management
Personnel
Held at
30/6/18 or
appointment
date
Options
Lapsed
(Note A)
Options
Exercised
(Note B)
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
Richard Bradey
9,500,000
-
-
9,500,000 4,500,000
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
Paul Johnson1
1 Balance held at the date of resignation (13 July 2018).
26,825,000
-
-
26,825,000
26,825,000
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.
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
Mark Potter
Mark Potter
David Thomas
Consulting Fees
Directors Fees
Consulting Fees
Consulting Fees
(i)
(ii)
(ii)
(iii)
2020
£’000
111
17
4
6
2019
£’000
126
-
-
23
(i)
The Group used the consulting services of MBB Trading Pty Ltd a company of which Mr Michael
Billing is a shareholder and Director. Services are provided as Executive Chairman.
(ii) Mark Potter is engaged as a Director, and provides consulting fees, through Kiran Capital a company
of which Mr Mark Potter is a shareholder and Director.
(iii) The Group used the services of Thomas Family Trust with whom Mr David Thomas has a contractual
relationship (prior to date of retirement on 29 November 2019).
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).
42
THOR MINING PLC
5.
Taxation - Group
Analysis of charge in year
Tax on profit on ordinary activities
Factors affecting tax charge for year
2020
£’000
2019
£’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
2020
2019
£’000
(922)
£’000
(735)
24.4%
23.8%
Loss on ordinary activities multiplied by the standard rate of corporation tax
(225)
(175)
Effects of:
Future tax benefit not brought to account
Current tax charge for year
225
-
175
-
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)
2020
(922)
2019
(735)
Weighted average number of Ordinary shares in issue
990,413,655
714,111,518
Loss per share (pence) – basic
(0.09)p
(0.10)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.
43
THOR MINING PLC
Intangible fixed assets – Group
7.
Deferred exploration costs
Cost
At 1 July
Exploration expenditure
Acquisitions1
Disposals
Exchange gain/(loss)
Exploration written off2
At 30 June
Amortisation
At 1 July and 30 June
Write-off exploration tenements previously impaired
Balance
Impairment for period
Exchange gain
At 30 June
£'000
2020
£'000
2019
11,688
10,133
469
-
-
154
(59)
879
776
-
(72)
(28)
12,252
11,688
-
-
-
-
-
-
-
-
-
-
-
-
Net book value at 30 June
12,252
11,688
In the year ended 30 June 2020 the Directors undertook an impairment review of the deferred
exploration costs, resulting in an impairment expense of Nil (2019: 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 £28,000 write-off 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 16.
o Less £41,000 of cash and £2,500 other receivables in the two companies acquired.
2 Deferred costs of £59,000 (2019: £28,000) were written-off, relating to tenements relinquished
during the year.
The Directors undertook an assessment of the following areas and circumstances that could indicate the
existence of impairment:
• The Group’s right to explore in an area has expired, or will expire in the near future without renewal;
• No further exploration or evaluation is planned or budgeted for;
44
THOR MINING PLC
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the
absence of a commercial level of reserves; or
• Sufficient data exists to indicate that the book value will not be fully recovered from future development and
production.
In the year ended 30 June 2020, the write-down predominantly related to two Molyhil tenements not
required for the Molyhil project (£56,000). The remaining £3,000 related to one of the tenements
held by the subsidiary company, Hamersley Metals Pty Ltd, acquired in the prior year. The tenement
was granted post-acquisition, and was subsequently relinquished as it was not considered a core part
of the acquisition.
In the prior year ended 30 June 2019, the write down related to one of the Bonya tenements that
was peripheral to the acquisition of those tenements earlier in that year (refer footnote 1 above).
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 tenements in the Northern
Territory of Australia.
7 Pilbara Goldfields Pty Ltd was acquired on 27 March 2019. The company holds a number of exploration
tenements, in Western Australia.
Messrs Billing and Bradey are Directors of each of the above companies.
45
THOR MINING PLC
(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
8.
Investments (continued)
(b) Investments at cost:
Hawkstone Mining Limited
Consolidated
Company
£'000
£'000
£'000
£'000
2020
2019
2020
2019
-
-
-
-
-
-
-
-
-
-
-
-
-
700
700
(700)
(700)
1,277
1,277
- (1,277) (1,277)
-
-
-
-
-
-
688
170
(15)
348
(34)
688
170
-
348
-
1,157
1,206
Consolidated
Company
£'000
£'000
£'000
2020
2019
2020
£'000
2019
-
-
103
103
-
-
103
103
On 7 September 2018, Hawkstone Mining Limited (Hawkstone) (ASX: HWK) acquired 100% of the
shares on issue in US Lithium Pty Ltd, a company in which Thor had an interest of 6.25% at that
time. Consideration received by Thor as follows:
- 7,421,875 Hawkstone shares received following the acquisition; and
- 7,812,500 Hawkstone shares received on 14 October 2019, following the declaration of an
inferred resource at the Big Sandy Lithium Project .
During the year ended 30 June 2020, Thor sold 15,234,375 Hawkstone shares for proceeds of
£56,000, resulting in a loss on revaluation to market value of £17,000 at 31 December 2019 together
with a realised loss on the shares sold of £29,000, and a £1,000 foreign exchange translation loss.
In the prior year ending 30 June 2019, Thor’s investment was carried at its original cost of the
investment in US Lithium Pty Ltd of £103,000, comprised of 7,421,875 Hawkstone shares held by
Thor with a market value at that time of $156,000 (£86,000), together with the contingent right to
receive a further 7,812,500 Hawkstone shares. At that time, there was uncertainty with regard to
the contingent right and the Directors felt the book value represented a reasonable fair value of the
shares and contingent right.
46
THOR MINING PLC
8.
Investments (continued)
(c) Loans to subsidiaries:
Molyhil Mining Pty Ltd
Less: Impairment provision against loan
Hale Energy Limited
Less: Impairment provision against loan
Black Fire Industrial Minerals Pty Ltd
Pilot Metals Inc
Hamersley Metals
Pilbara Goldfields
Consolidated
Company
£'000
£'000
£'000
2020
2019
2020
£'000
2019
-
-
-
-
-
-
-
-
-
- 10,571
10,560
- (1,783)
(1,602)
- 1,644
1,591
- (1,253)
(1,258)
- 1,035
1,035
- 1,101
922
-
-
7
61
2
2
- 11,383
11,252
The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable
notice having regard to the financial stability of the company.
8.
Investments (continued)
(d) Loan receivable (convertible note):
Environmental Copper Recovery SA Pty Ltd
Consolidated
Company
£'000
£'000
£'000
2020
2019
2020
£'000
2019
391
391
332
332
-
-
-
-
EnviroCopper Limited (EnviroCopper), via its subsidiary Environmental Copper Recovery SA Pty Ltd
(ECR), holds an agreement to earn, in two stages, up to 75% of the rights over metals which may
be recovered via in-situ recovery (ISR) contained in the Kapunda deposit, from Australian listed
company, Terramin Australia Limited (ASX: TZN). Another subsidiary of EnviroCopper,
Environmental Metals Recovery Pty Ltd (EMR) has a right to earn up to a 75% interest in the Moonta
Copper Project, which comprises the northern section of exploration licence EL5984 held by
Andromeda Metals Limited (ASX: ADN).
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 (refer AIM Announcement of 10 February 2018 and ASX announcement 12 February 2018).
The Moonta Copper Project has an ISR amenable Inferred Resource Estimate of 114,000 tonnes of
contained copper (refer ASX and AIM announcement of 15 August 2019).
To date Thor has been investing in EnviroCopper’s subsidiary ECR through convertible notes.
Convertible notes advanced to ECR to 30 June 2020 total A$700,000 (£391,000). This comprises
A$600,000 that may be converted into a 25% interest in EnviroCopper and the first A$100,000
advanced of a total of $400,000 in additional payments required for an additional 5% interest in
EnviroCopper. At 30 June 2020, the carrying value remains classified as a loan receivable from ECR,
in the Group’s Statement of Financial Position, at the lower of cost and net realisable value.
Subsequent to 30 June 2020, Thor formally converted its $600,000 loan to a 25% interest in
EnviroCopper and have nominated a representative to join the Board of EnviroCopper. Accordingly,
the loan receivable from ECR will be reclassified in the Group’s Statement of Financial Position to an
equity accounted investment in Enviro Copper for future reporting periods.
47
THOR MINING PLC
Also subsequent to year end, Thor has advanced a further $115,000, and is expecting to make the
final $185,000 advance in the coming year ended 30 June 2021, enabling Thor to take its equity
interest in EnviroCopper to 30%.
9. Deposits supporting performance bonds
Deposits with banks and Governments
10. RIGHT OF USE ASSET
Consolidated
Company
£'000
£'000
£'000
2020
2019
2020
£'000
2019
42
42
42
42
-
-
-
-
The Company's Right of use assets relates to leased office space.
This lease has a remaining term of 28 months for the date of initial application of IFRS 16 on 1 July
2019.
Options to extend or terminate
The Company's lease contains no option to extend.
Variable lease payments
The company does not have any variable lease payments.
Consolidated
£'000
2020
£'000
2019
Company
£'000
2020
£'000
2019
(i) IFRS 16 related amounts recognised in the
Statement of Financial Position
Leased building
Less: accumulated depreciation
Right of use asset
Movements in Carrying Amount
Opening balance
Recognised on initial application of IFRS16 (previously
classified as an operating lease)
Depreciation expense
Foreign exchange translation gain / (loss)
(ii) IFRS 16 related amounts recognised in the
Statement of Comprehensive Income/(Loss)
Depreciation charge related to right of use asset
Interest expense on lease liabilities
(iii) Total Full Year cash out flows for leases
72
(31)
41
-
72
(30)
(1)
41
(30)
(2)
(30)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
48
THOR MINING PLC
11. Property, plant and equipment
Plant and Equipment:
At cost
Accumulated depreciation
Total Property, Plant and Equipment
Movements in Carrying Amounts
Consolidated
Company
£'000
2020
£'000
£'000
2019
2020
£'000
2019
60
(53)
7
60
(46)
14
-
-
-
-
-
-
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
12. Trade receivables and other assets
Current
Trade and other receivables
Prepayments
14
22
-
-
-
(7)
7
21
22
43
-
-
-
(8)
14
45
19
64
-
-
-
-
-
-
-
-
-
-
-
-
29
-
29
14
-
14
At 31 December 2019 all trade and other receivables were fully performing. No ageing analysis is
considered necessary as the Group has no significant trade receivable receivables which would
require such an analysis to be disclosed under the requirements of IFRS 7.
The above trade receivables and other assets are held predominantly in Australian Dollars.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of
receivable mentioned above. The Group does not hold any collateral as security.
13. Current trade and other payables
Trade payables
Other payables
(203)
(104)
(307)
(163)
(39)
(13)
(82)
-
(245)
(39)
-
(13)
The carrying amounts of the Group and Company’s trade and other payables are denominated in the
following currencies:
UK Pounds
Australian Dollars
(39)
(268)
(307)
(13)
(39)
(13)
(232)
(245)
-
-
(39)
(13)
49
THOR MINING PLC
14. Lease liability
Lease Liability is represented by:
Current
Non Current
Total Lease Liability
15. Issued share capital
Consolidated
Company
£'000
2020
£'000
£'000
2019
2020
£'000
2019
31
11
42
-
-
-
-
-
-
-
-
-
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)
1,224,996,863 Ordinary shares of £0.0001 each
(2019: 982,870,766 ‘Deferred Shares’ of £0.0029 each, 7,928,958,500 ‘A
Deferred Shares’ of £0.000096 each and 816,959,363 ordinary shares of
£0.0001 each)
2020
£'000
2019
£'000
2,850
2,850
761
122
761
81
3,733
3,692
Movement in share capital
Ordinary shares of £0.0001
Number
£’000
Number
£’000
2020
2019
At 1 July
816,959,363 3,692 648,573,546
3,675
Shares issued for cash
Shares issued for acquisition
Shares issued to service providers
Warrants Exercised
At 30 June
Nominal Value
395,000,000
40
47,058,823
8,350,000
4,687,500
-
1
-
-
67,527,205
1,100,000
52,699,789
5
7
-
5
1,224,996,863 3,733 816,959,363
3,692
(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.
50
THOR MINING PLC
Warrants and Options on issue
The following warrants (in UK) and options (in Australia) have been granted by the Company and
have not been exercised as at 30 June 2020:
Number
10,000,0001
5,000,0002
15,000,0003
47,058,8234
26,500,0005
9,450,0006
Grant Date
13 Jun 2018
13 Jun 2018
13 Jun 2018
10 Apr 2019
23 May 2019
29 Nov 2019
Expiry Date
Exercise Price
2 Nov 2020
GBP£0.0150
29 Dec 2020
GBP£0.0450
7 Jun 2021
GBP£0.035625
10 Apr 2022
23 May 2022
29 Nov 2024
GBP£0.013
GBP£0.013
GBP£0.002
113,008,823 Total outstanding
Share options (termed warrants in the UK) carry no rights to dividends and no voting rights.
1 Options granted to a Director, as approved by shareholders.
2 ‘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.
3 Options were granted to Directors of the Company, as approved by shareholders.
4 Granted to investors as part of a capital raise.
5 Granted as part of consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd,
following shareholder approval.
6 9,450,000 Granted to lead broker of a capital raise, Hybridan LLP
The following reconciles the outstanding warrants and options at the beginning and end of the
financial year
Number
Balance at the beginning of the year
Granted during the year
Lapsed during the year
Balance at the end of the year
Number of
Warrants
Weighted Average
Exercise Price (GBP)
190,003,267
9,450,000
86,444,444
113,008,823
0.0192
0.0206
0.0020
0.0167
The options outstanding at 30 June 2020 had a weighted average remaining number of days until expiry of 632
(2019: 540 days).
51
THOR MINING PLC
16. Share based payments reserve
At 1 July
Exercised options @ £0.001770
Lapsed options @ £0.0011770
Lapsed options @ £0.001857
Issued for an acquisition @ £0.002582
Issued options @ £0.001320
Lapsed options @ £0.002710
Lapsed options @ £0.004469
Lapsed options @ £0.001275
At 30 June
2020
2019
£’000
£’000
359
297
-
-
-
-
12
(4)
(67)
(25)
275
(1)
(1)
(4)
68
-
-
-
359
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 2020 or lapsed during the year ended 30 June 2020.
(i) Options comprising the share based payments reserve at 30 June 2020
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
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
52
0.00%
£0.0205
£0.015
60%
2.12%
2.4yrs
£0.009782
0.00%
£0.0205
£0.045
60%
2.23%
2.5yrs
£0.003428
0.00%
£0.0205
£0.035625
60%
2.23%
3yrs
£0.005289
THOR MINING PLC
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
9,450,000 issued to a broker on 29 November 2019
Dividend yield
Underlying Security spot price
Exercise price
Standard deviation of returns
Risk free rate
Expiration period
Black Scholes valuation per option
(ii) Options lapsed in the year ended 30 June 2020
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
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
53
0.00%
£0.0085
£0.013
60%
2.23%
3.16yrs
£0.002582
0.00%
£0.0024
£0.002
60%
0.71%
5yrs
£0.001320
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%
£0.00625
£0.0125
60%
1.67%
2.79yrs
£0.001275
THOR MINING PLC
17. Analysis of changes in net cash and cash equivalents
Cash at bank and in hand - Group
1 July 2019 Cash flows
Non-cash
changes
30 June
2019
£’000
523
£’000
(294)
£’000
4
£’000
233
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to the Group mineral exploration
permits. No provision has been made in the financial statements for these amounts as the
expenditure is expected to be fulfilled in the normal course of the operations of the Group.
b) Claims of native title
The Directors are aware of native title claims which cover certain tenements in the Northern
Territory. The Group’s policy is to operate in a mode that takes into account the interests of all
stakeholders including traditional owners’ requirements and environmental requirements. At the
present date no claims for native title have seriously affected exploration by the Company.
c) Contingent Liability
As at 30 June 2020, the Group had no contingent liabilities.
19. Financial instruments
The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that
arise from its operations.
The Group’s exposure to currency and liquidity risk is not considered significant. The Group’s cash
balances are held in Pounds Sterling and in Australian Dollars, the latter being the currency in which
the significant operating expenses are incurred.
To date the Group has relied upon equity funding to finance operations. The Directors are confident
that they will be able to raise additional equity capital to finance operations to commercial exploitation
but controls over expenditure are carefully managed.
The net fair value of financial assets and liabilities approximates the carrying values disclosed in the
financial statements. The currency and interest rate profile of the Group’s financial assets is as
follows:
Sterling
Australian Dollars
2020
£’000
229
4
233
2019
£’000
56
467
523
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.
54
THOR MINING PLC
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
2020
Carrying
Amount
£’000
Fair Value
£’000
2019
Carrying
Amount
£’000
Fair Value
£’000
233
43
391
42
233
43
391
42
523
45
332
42
523
45
332
42
307
307
245
245
-
-
-
-
-
-
-
-
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 2020 - Group
Financial Assets
Fixed rate
At call Account – AUD
At call Account – STG
Financial Liabilities
Fixed Rate
0%
0.05%
4
229
233
Interest bearing liabilities
-
-
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4
229
233
-
467
56
523
Interest bearing liabilities
-
-
-
- -
55
THOR MINING PLC
20. Related parties transactions
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries to enable those companies to carry out their
operations. At 30 June 2020, the estimated recoupable amount converted to £11,383,000 (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
£39,788 was paid to Druces LLP Solicitors (2019: £27,547) on normal commercial terms.
Transactions with Directors and Director related entities are disclosed in Note 4.
21. Subsequent events
Subsequent to 30 June 2020, Thor provided notice to EnviroCopper Limited to convert $600,000 of
it’s convertible loan to a 25% interest in EnviroCopper Limited and the right to nominate a Board
representative. Accordingly, the loan receivable from ECR will be reclassified in the Group’s
Statement of Financial Position to an equity accounted investment for future reporting periods.
On 6 July 2020, Thor announced that the Northern Territory Government had awarded Major Project
status to the Molyhil tungsten/molybdenum project.
On 8 July 2020, following shareholder approval, the Company completed a capital raise through the
issue of the following securities:
• 70,000,000 warrants on the basis of one warrant for every two Ordinary Shares that were
issued to placees on 5 June 2020 for $0.005 per Ordinary Share;
• 54,000,000 Ordinary Shares issued at $0.005 per Ordinary Share together with 27,000,000
warrants on the basis of one warrant for every two Ordinary Shares. (50,000,000 Ordinary
Shares were issued to a significant shareholder, Metal Tiger Plc, and 2,000,000 to each of
two Directors participating in the placement, Messrs Billing and Bradey).
• 8,000,000 warrants to the broker to the placement.
The Company also issued 1,587,302 Ordinary Shares on 8 July to two Directors, Messrs Billing and
Potter, in lieu of cash payment for 50% of directors’ fees owing for the period 1 January 2020 to 30
June 2020.
On 15 July 2020, Thor announced the sale of its Spring Hill gold project royalty entitlement to AIM
quoted Trident Royalties Plc, subject to Australian government Foreign Investment Review Board
(FIRB) approval, for total consideration of A$1.0 million. $50,000 cash has been received, a further
$350,000 cash is due following FIRB approval, and the remaining $600,000 is linked to production
milestones. These two milestone payments, at the election or Trident, may be made via the issue to
Thor of ordinary shares in Trident.
A new Director, Mark McGeough, was appointed on 4 August 2020, and Mr Bradey has advised of his
resignation as a Director and Exploration Manager effective 29 October 2020.
On 2 September 2020, Thor announced assays from the latest stream sediment sampling program
substantially exceeded management expectations at the 100% owned Pilbara Goldfield tenements,
to be called Ragged Range (E46/1262 and E46/1190), in Western Australia. The stream sediment
Bulk Leach Extractable Gold (BLEG) samples were part of the second phase geochemistry program,
now complete, following up on results from October 2019. Highlights were:
• Assay results from 2020 detail sampling, support and extend from two 2019 test sites defining
a 3 x 1-kilometre zone of highly anomalous gold.
• Sampling results have now defined an overall broader target zone of 13 x 1 km of highly
anomalous gold, demonstrating the potential to host a significant gold bearing system.
• Samples defining the 13km gold target zone are from separate drainage catchments
supporting the potential of gold mineralisation along the entire strike length.
• Next steps to commence immediately include; further mapping, stream sediment and soil
sampling, and a detailed aeromagnetic survey.
56
THOR MINING PLC
Thor completed its acquisition of American Vanadium Pty Ltd (AVU). Through two US subsidiaries,
AVU holds a 100% interest in a Uranium and Vanadium projects in Colorado and Utah. Field sampling
undertaken by Thor during the due diligence period showed assay results of high grade uranium (up
to 1.25% U3O8) and vanadium (up to 3.47% V2O5). Consideration for the acquisition comprises
24,000,000 Ordinary Shares in Thor issued 15 September 2020, and further Ordinary Shares to be
issued subject to achievement of agreed milestones (refer AIM announcement of 9 September and
ASX announcement of 10 September).
On 15 September 2020, the Company announced a capital raise of UK£1,065,500 (approximately
A$1,875,000) in two tranches:
• The first tranche was completed on 28 September 2020 with the issue of 123,750,000
Ordinary Shares at a price of 0.6 pence per Ordinary Share, for £742,500, together with
61,875,000 warrants on the basis of one warrant for every two Ordinary Shares subscribed;
• The second tranche of 53,833,333 shares and 26,926,667 warrants, on the same terms as
the first tranche, is expected to be issued on or around 27 October 2020 subject to shareholder
approval. The second tranche includes participation by Metal Tiger Plc, a substantial
shareholder (25,000,000 Ordinary Shares and 12,500,000 warrants) and two Directors (Mr
Billing 2,500,000 Ordinary Shares and 1,250,000 warrants, and Mr McGeough 833,000
Ordinary Shares and 416,667 warrants).
On 23 September 2020, the Company issued 9,450,000 Ordinary Shares as a result of warrants
exercised at a price of 0.2 pence per Ordinary Share.
Also on the 23 September 2020, the Group received A$173,717 from the Australian Government for
its research and development tax incentive claim related to eligible expenditure incurred in the year
ended 30 June 2020.
Other than the above matters, there were no material events arising subsequent to 30 June 2020 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.
57
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 28 September 2020)
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 equity securities
Category (number of shares/CDIs)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Number of Shareholders
190
134
47
567
510
1,448
The number of Australian shareholders (CDI holders) holding less than a marketable parcel is 357.
The minimum parcel size is 27,778 CDIs.
58
THOR MINING PLC
Category (number of ASX listed warrants)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Category (number of unlisted warrants)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Number of Shareholders
-
-
-
9
89
98
Number of Shareholders
-
-
-
-
86
86
Substantial holders as at 28 September 2020
The substantial holders at 28 September 2020 are unchanged from that disclosed in the Directors
Report (page 16 of the Annual Report) as at 25 September 2020.
Twenty largest shareholders (Ordinary Shares and CDI’s) as at 28 September 2020
Name
Number of
shares held
Percentage
of shares
held
JIM NOMINEES LIMITED
BARCLAYS DIRECT INVESTING NOMINEES LIMITED
CGWL NOMINEES LIMITED
HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942>
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
HARGREAVES LANSDOWN (NOMINEES) LIMITED
121,836,752
110,822,387
98,219,378
70,838,600
68,977,797
66,047,300
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
62,200,731
HARGREAVES LANSDOWN (NOMINEES) LIMITED
MICHAEL BILLING (AND ASSOCIATED ENTITIES)
METAL TIGER PLC
SHARE NOMINEES LTD
HSDL NOMINEES LIMITED
HSDL NOMINEES LIMITED
CITICORP NOMINEES PTY LIMITED
VIDACOS NOMINEES LIMITED
HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED
61,669,915
48,994,725
48,000,000
44,170,541
44,004,037
28,924,388
25,576,119
18,086,654
15,321,510
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
13,970,208
THE BANK OF NEW YORK (NOMINEES) LIMITED <672938>
PERSHING NOMINEES LIMITED
LAWSHARE NOMINEES LIMITED
TOTAL
12,500,000
12,378,441
12,285,112
984,824,595
8.47%
7.70%
6.82%
4.92%
4.79%
4.59%
4.32%
4.28%
3.40%
3.34%
3.07%
3.06%
2.01%
1.78%
1.26%
1.06%
0.97%
0.87%
0.86%
0.85%
68.42%
59
THOR MINING PLC
Twenty largest listed warrant/option holders as at 28 September 2020
(Exercise price $0.01, expiry date 8 July 2023)
Name
PAC PARTNERS SECURITIES PTY LTD
METAL TIGER PLC
VALAS INVESTMENTS PTY LTD
Number of
options
held
18,200,000
Percentage
of options
held
13.79%
15,041,666
11.39%
13,800,000
10.45%
CS THIRD NOMINEES PTY LIMITED
9,500,000
FINCLEAR NOMINEES PTY LTD
CORAL BROOK PTY LTD
HOLLYWOOD MARKETING (WA) PTY LTD
MR GREGORY LOWELL SMITH
MR MARTIN ALEXANDER ZIEGLER
GOFFACAN PTY LTD
MR ERROL ARNOLD BOME & MRS MELANIE JILL BOME
HGH MCCATHIE PTY LIMITED
MS CHUNYAN NIU
MR GRANT MALCOLM WALKER
MR ERROL BOME & MRS MELANIE BOME
M & K KORKIDAS PTY LTD
MELCRAIG SUPERANNUATION PTY LTD
MR RAFFAELE COTRONEO
MR M HASIB SIDIQI
MICHAEL BILLING
TOTAL
Unlisted Option / Warrants as at 28 September 2020
5,733,334
5,000,000
5,000,000
5,000,000
5,000,000
3,200,000
2,943,333
2,000,000
2,000,000
1,800,000
1,500,000
1,450,000
1,400,000
1,205,000
1,111,111
1,000,000
7.20%
4.34%
3.79%
3.79%
3.79%
3.79%
2.42%
2.23%
1.52%
1.52%
1.36%
1.14%
1.10%
1.06%
0.91%
0.84%
0.76%
101,884,444
77.19%
Option Holders
Exercise price £0.015
Exercise price £0.045
Exercise price £0.035625
Exercise price £0.013
Exercise price £0.013
Exercise price AUD$0.0095
Exercise price £0.01
Total
Expiry
Date
2-Nov-20
29-Dec-20
7-Jun-21
10-Apr-22
23-May-22
8-Jul-23
28-Sep-20
Number of
Holders
1
1
5
27
15
3
34
56
Number of
Warrants
10,000,000
5,000,000
15,000,000
47,058,823
26,500,000
24,000,000
61,875,000
189,433,823
Percentage of
Total Warrants
5.28%
2.64%
7.92%
24.84%
13.99%
12.67%
32.66%
100%
Securities held on Escrow
Total shares and CDIs on issue are 1,439,371,467. 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.
60
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, the
Corporate Governance Statement 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 McGeough is an independent Director (appointed 4 August 2020) in accordance with the criteria
set out in the ASX Principles and Recommendations. Messrs A Middleton and D Thomas were
independent until the date of their retirement on 29 November 2019.
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 did not undertake a formal evaluation of its performance in the 2020 financial year, given
the Board changes during the year.
61
THOR MINING PLC
TENEMENT SCHEDULE
At 30 June 2020, the consolidated entity holds an interest in the following Australian tenements:
Project
Tenement
Area
kms2 Area ha.
Holders
Company
Interest
Molyhil
Molyhil
EL22349
228.10
Molyhil Mining Pty Ltd
EL31130
9.51
Molyhil Mining Pty Ltd
Molyhil*
EL31443
31.66
Molyhil Mining Pty Ltd
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Bonya
Bonya
ML23825
ML24429
ML25721
AA29732
MLS77
MLS78
MLS79
MLS80
MLS81
MLS82
MLS83
MLS84
MLS85
MLS86
95.92
Molyhil Mining Pty Ltd
91.12
Molyhil Mining Pty Ltd
56.2
Molyhil Mining Pty Ltd
38.6
Molyhil Mining Pty Ltd
16.18
Molyhil Mining Pty Ltd
16.18
Molyhil Mining Pty Ltd
8.09
Molyhil Mining Pty Ltd
16.18
Molyhil Mining Pty Ltd
16.18
Molyhil Mining Pty Ltd
8.09
Molyhil Mining Pty Ltd
16.18
Molyhil Mining Pty Ltd
16.18
Molyhil Mining Pty Ltd
16.18
Molyhil Mining Pty Ltd
8.05
Molyhil Mining Pty Ltd
EL29701
204.5
Molyhil Mining Pty Ltd
EL32167
74.54
Molyhil Mining Pty Ltd
Panorama
E46/1190
35.03
Pilbara Goldfields Pty Ltd
Ragged Range
E46/1262
57.3
Pilbara Goldfields Pty Ltd
Tramore South
E52/3681
62.77
Hamersley Metals Pty Ltd
March Fly
EL 32016
110.44
Hamersley Metals Pty Ltd
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
40%
40%
100%
100%
100%
100%
Hillside
E45/5245
188.1
Hamersley Metals Pty Ltd
100%
* EL31443 was relinquished on 2 July 2020 as this tenement was not considered necessary for the
Molyhil project and a small amount of deferred expenditure associated with this tenement had been
written off as of 30 June 2020.
62
THOR MINING PLC
At 30 June 2020, the consolidated entity holds an interest in the following tenements in the US
State of Nevada:
Claim Group
Prospect
Claim Name
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
BFM 1
Black Fire Claims
BFM1 - BFM109
BFM 2
Des Scheel East
BFM109 - BFM131
45 blocks
(1,510 acres)
Pilot Metals Inc
100%
109 blocks
(3,660 acres)
22 blocks
(739 acres)
BFM Resources Inc
100%
BFM Resources Inc
100%
Dunham Mill Dunham Mill
MS1 – MS4
4 blocks
BFM Resources Inc
100%
Subsequent to the end of the financial year, on 9 September 2020, Thor completed its acquisition of American
Vanadium Pty Ltd (AVU). Through two US subsidiaries, AVU holds a 100% interest in a Uranium and Vanadium
projects in Colorado and Utah as follows:
Claim Group
Serial Number
Claim Name
Area
Holders
Company
Interest
Vanadium
King (Utah)
UMC445103 to
UMC445202
VK-001 to VK-100
100 blocks
(2,066 acres)
Cisco Minerals Inc
100%
Radium
Mountain
(Colorado)
CMC292259 to
CMC292357
Radium-001 to
Radium-099
99 blocks
(2,045 acres)
Standard Minerals
Inc
100%
Groundhog
(Colorado)
CMC292159 to
CMC292258
Groundhog-001 to
Groundhog-100
100 blocks
(2,066 acres)
Standard Minerals
Inc
100%
63