Thermon Group Holdings
Annual Report 2022

Plain-text annual report

Alford East Copper-Gold Project   2022 ANNUAL REPORT CHAIRMAN’S MESSAGE Dear Shareholders, On behalf of the Board of Thor Mining plc, I am pleased to report on the activities of the Company for the year ended 30 June 2022. Thor has a diverse portfolio of assets, ranging from pure exploration gold and uranium projects through to more mature, pre-development assets in the copper and tungsten sectors. With the gradual easing of border and travel restrictions we have been able to complete a number of exploration programmes in the year and generated a significant amount of data that will be used to further define and refine our exploration targets and enhance our more advanced projects. Gold The 100% owned Ragged Range gold project in the highly prospective Pilbara region of Western Australia has returned promising high tenure gold results from follow up stream sediment sampling and subsequent soil sampling programs, defining a 13km gold corridor. The gold mineralisation appears to be associated with the thrust faulted contact between the Euro Basalts and the Dalton Suite ultramafics. As evidenced by our reported activities throughout the year we continue to employ a range of exploration techniques to hone-in and drill the most prospective targets across this large landholding. To this end we expect another busy year ahead with boots on the ground once again soon to further explore this enticing and largely unexplored licence area. Uranium and Vanadium Our focus has been on the Colorado high grade sandstone hosted Saltwash style mineralisation at three prospects – Groundhog, Rim Rock and Section 23, the focus of our attention. Post-period we were delighted to report that we began drilling at Colorado Uranium/Vanadium Projects following finalisation an exhaustive and thorough negotiation and permitting process with the relevant local and State authorities in Colorado in 2022. The Uranium sector is an area your Board has significant commercial and technical experience and we are particularly pleased to have commenced this drill campaign and await the results with some excitement. Copper Our Alford East copper-gold project in South Australia (Thor earning a possible 80% interest in oxide copper mineralization with Spencer Metals) is being studied in detail for In-situ Recovery (ISR); a low environmental impact, potentially low-cost mining alternative to traditional open cut and undermining techniques. Utilising historic drilling, a maiden inferred Mineral Resource estimate of 177,000 tonnes of contained copper and 71,500 ounces of contained gold was announced in back in January 2021. Thor has a 30% interest in EnviroCopper Limited, with the Kapunda and Alford West ISR copper projects continuing to offer shareholders exposure to copper resources, along with potential for gold. Post period OZ Minerals Limited (ASX:OZL) (“OZL”) entered into an agreement to fund technical investigations into In-Situ Recovery technology at the Kapunda copper-gold ISR Project. Strategically the Board is looking at the best ways to potentially monetise some or all of its copper investments. This may be through potentially selling its minority stake in EnviroCopper Limited or assisting with the consolidation and IPO of its Alford East copper-gold project. 1 Tungsten Our 100% owned Molyhil Tungsten-Molybdenum Project we have established a significant measured resource and more broadly the project has been subject to significant investment by the Company over many years. In 2022 we tested a magnetic skarn - magnetic target identified to the south the deposit as part of the Northern Territory Governments Resourcing the Territory, Geophysics and Drilling Collaborations (GDC) program. The Board is now focussed on working with several interested parties who have specific expertise in the Tungsten space on routes to taking the project forward. We look forward to reporting on progress of these negotiations during the coming year. Corporate At a corporate level we have been working hard to take overhead costs out of the business to ensure that the maximum amount of money is spent directly into our exploration programmes. In 2021/22 we saw a few Board changes including the appointment of myself to the Board and the departure of Mick Billing and latterly Mark Potter. On behalf of the Board, management and staff, I’d like to thank you for your support. The Company looks forward to the 2023 financial year with some optimism and we look forward to reporting on our progress over the coming year. Yours faithfully Alastair Clayton Chairperson 2 REVIEW OF OPERATIONS AND STRATEGIC REPORT RAGGED RANGE (GOLD, COPPER, LITHIUM & NICKEL) – WESTERN AUSTRALIA The Ragged Range Project, located in the highly prospective Eastern Pilbara Craton, Western Australia, is 100% owned by Thor Mining - E46/1190, E46/1262, E46/1355, E46/1340, plus the recently granted E46/1393 (Figure 1). The Project is adjacent to significant gold resources, including De Greys Hemi gold project and two of the world’s largest and globally significant spodumene deposits at Wodgina (Mineral Resources Ltd) and Pilgangoora (Pilbara Minerals). Since acquiring the Project, Thor has conducted several geochemical and geophysical programs defining several priority gold, nickel, lithium and copper prospects: including the Sterling Prospect 13km gold corridor, Krona nickel gossan prospect, Kelly’s copper-gold prospect and the favourable lithium area to the north around the Split Rock Supersuite (Figure 1). In December 2021 Thor completed its maiden reverse circulation drilling program at Sterling Prospect, with A$160,000 funding from the Western Australia Government under the EIS Co-funded grants program. A follow up second phase of RC drilling was completed in July 2022 at Sterling Prospect. Details of the projects may be found on the Thor website via this link: www.thormining.com/projects/ragged- range-pilbara-project Figure 1: Location Map showing Ragged Range and tenement licence area ? 3 STERLING PROSPECT A maiden RC drilling program comprising 41 shallow RC drillholes totalling 2,155m was completed at the Sterling Prospect in December 2021. Drilling was designed to test eight strong gold anomalies at Sterling Central and Sterling South prospects, defined from soil and stream sediment sampling programs associated with the structural controls of the dominant, faulted contact between the Euro Basalt and the Dalton Suite ultramafics (Figure 1). No significant gold intercepts (max of 0.1g/t Au) were intercepted, although intersections of strong broad zones of quartz veining, sericite, silica alteration, sulphides and fuchsite, characteristic of gold mineralisation in the Pilbara, are positive indicators of close proximity to the gold source. In many of the drill holes close to the fault contact, sericite and silica alteration of the Euro Basalt is strong. This alteration style forms the distal alteration halo around many gold deposits. Sulphide veining with chalcopyrite, pyrite and sphalerite was observed in drill chips. A second follow up drilling program at Sterling Prospect was completed in July 2022 comprising 48 reverse circulation holes totalling 3,120m, including one drillhole at Krona prospects, Ragged Range Project, Figure 1 (ASX: THR 11 July 2022). This second phase of drilling tested interpreted dilational zones (potential trap sites for mineralisation and the potential source of the gold anomalies found in stream and soil samples). Surface anomalism is associated with a series of faults and folds, subparallel or at a low angle to the regional thrust faulted contact (Norman Cairns Fault) between the Euro Basalt and the Dalton Suite ultramafics (Figure 1). Photo 2: RC drilling at Sterling Prospect KRONA PROSPECT -Nickel Gossan The Krona nickel gossan (Figure 1) was initially identified by the Western Australian Geological Survey on the Split Rock 1:100K mapping explanatory notes (Bagas et al., 2004), with Thor undertaking a mapping and sampling program in mid-2020 (THR: ASX 31 July 2020). The gossan extends over 1km x 100m and sits at the base of the Dalton Suite (ultramafic units), adjacent to the older Felsic Volcanics of the Wyman Formation (Figure 1). This position of the gossan at the base of the ultramafic contact is significant from a geological nickel-sulphide model perspective. 4 A high-powered Fixed Loop Electromagnetics (FLEM) ground geophysics survey was completed over the Krona Prospect in June 2022, covering the full extent of the nickel gossan (ASX: THR 17 June 2022). The survey over the gossan was designed to detect conductive anomalies at depth that may indicate the presence of massive nickel- copper sulphide mineralisation to constrain initial drill testing. The single loop FLEM survey over the Krona prospect identified a conductor at the southern end of the gossan (Figure 2). The conductor was modelled as a shallow flat lying feature approximately 100m deep and is consistent with sulphides. The shallow (100m) conductor gave Thor a clear drill target, which was subsequently drill tested in July 2022 as part of RC program at the adjacent Sterling Prospect. The drillhole intersected 66m @ 0.19% Nickel from 81m however with minimum sulphides, hitting the edge of the FLEM conductor. This hole was cased in preparation for a Downhole Electromagnetic Survey (“DHEM”) survey which was completed in August 2022. The DHEM geophysics survey revealed an off-hole conductor at around 85m consistent with sulphides and warrants drill testing to validate. Figure 2: Krona Prospect showing Electromagnetic conductor beneath Nickel Gossan and drillhole Lithium Prospectivity The Pilbara Craton is highly prospective for lithium-caesium-tantalum (LCT) enriched pegmatites and hosts two large and globally significant spodumene deposits at Wodgina (Mineral Resources Ltd) and Pilgangoora (Pilbara Minerals). The lithium-rich pegmatites in the Pilbara are spatially and possibly genetically related to the Split Rock Supersuite (2.85 to 2.83Ma) (Sweetapple, M, 2017) (Figure 3). Within Thor’s tenure, the Mondana Monzogranite part of the Split Rock Supersuite, mapped in the northern portion of tenure, is untested for lithium potential (Figure 1). Thor’s exploration strategy is to ground-truth the 10km halo around the Mondana Monzongranite, considered the most favourable position for the spatial zonation of LCT enriched pegmatites. 5 The current field program, guided by Thor’s radiometrics and aster data, has identified several priority areas for mapping and sampling, including: • • Investigation of all small granitic and pegmatitic bodies in the lithium target area. Samples are to be assayed for lithium and key pathfinder elements including Ce, Rb, Sn, Ta and W. Reconnaissance soil sampling and prospecting within the 10km halo of the Mondana Monzogranite (E46/1262, E46/1190, E461393 and E46/1340) (Figure 1). Figure 3: Geological map of the units and terranes comprising the North Pilbara Craton (adapted from Sweetapple and Collins, 2002 and Hickman, 2016), highlighting the distribution of the Split Rock Supersuite (~2.85-2.83 Ga) and pegmatite fields and groups of LCT (Li-Cs-Ta), NYF (Nb-Y>F) and mixed (LCT-NYF) petrogenetic families of Cerny and Ercit (2005). Ragged Range tenure is shown covering the southern portion of the Split Rock Supersuite and Corunna Downs Batholith (after Sweetapple., 2017). Kelly’s Prospect - Gold -Copper A new tenement was acquired E46/1393 in the northeast, covers a recently surrendered mining lease M46/171 (Figure 1). This area covers several historic copper-gold and copper-base metals mines and prospects. The copper mineralisation is associated with the dacite Boolina porphyry, close to the margin of the Corunna batholith, and intrudes the Kelly greenstone belt. At Kelly’s Mine, historic production between 1955-1970, although small, was of very high-grade – 610t of ore averaging 19.47% Cu (Figure 1).1 Historical exploration has been sporadic, with no systematic approach over the Kelly’s area. Thor will be targeting areas of mineralisation, zones of alteration, shears/faults and zones of brecciation. The Ragged Range project is underexplored with Thor progressively proving up targets across the tenure for drill testing focusing on Gold, Nickel, Lithium and Copper. References: • Bagas et al., 2004. Geology of the Spilt Roc 1:100,000 Sheet. 1:00,000 Geological Series. Geological Survey of Western Australia • 1 https://www.mindat.org/loc-122951.html 6 URANIUM AND VANADIUM PROJECT – COLORADO AND UTAH, USA Thor holds a 100% interest in two USA companies with mineral claims in Colorado and Utah, USA. The claims host uranium and vanadium mineralisation within the Uravan Mineral Belt, which has a history of high-grade uranium and vanadium production (Figure 4). The Projects benefit from easy access and are close to the White Mesa toll treating mill, which may be a low hurdle processing option for any production from these projects. Figure 4: Location Map of Colorado & Utah projects (left) and Priority Drill Prospects at wedding Bell Project (right) The uranium-vanadium deposits within the Uravan Mineral Belt (Figure 4), hosted mainly in the Salt Wash member of the Morrison Formation on the Colorado Plateau are classified by the International Atomic Energy Agency (IAEA) as “Saltwash type” sandstone hosted uranium deposits. They are considered unique amongst the sandstone- hosted type of deposits in that they are predominantly vanadium (V2O5) with accessory uranium (U3O8). They occur as tabular bodies in reduced sequences of highly oxidised, feldspar-rich sandstones that have substantial fossilised plant material. High-grade uranium and vanadium occur together although vanadium has a much larger halo. Based on production figures the vanadium exceeds uranium in ratios ranging from 3:1 to 10:1 with the ratio increasing southward; averaging 5:1 in the Wedding Bell/Groundhog Project area. Larger deposits are found in paleochannels (braided streams in the Jurassic period) where accumulations of plant material led to more reduced conditions being retained over time. The Salt Wash member consists of interbedded fluvial sandstone and floodplain-type mudstone. The Salt Wash member is gently folded into a shallow dome meaning it is often close to surface or exposed. The sandstone beds form cliffs or rims with the mudstone units forming slopes. The upper most sandstone contains the majority of the ore deposits. Details of the projects may be found on the Thor website: www.thormining.com/projects/us-uranium-and- vanadium. Thor’s initial exploration focus is on exploring and accessing the Wedding Bell and Radium Mountain project, Colorado. During the year Thor received full permitting to undertake a small maiden drilling program at the Project. This drilling program commenced in late September 2022. High-grade assay results from due diligence work completed by Thor returned up to 1.25% U3O8 and 3.47% V2O5, confirming uranium and vanadium mineralisation within the Salt Wash member of the Morrison Formation (ASX:THR 10 September 2020). This is consistent with and typical of the historical production in the Wedding Bell, Radium Mountain area of the Uravan mineral belt (Figure 4). Following this work, three priority areas within the Colorado claims were highlighted for drill testing – Section 23, Rim Rock, and Ground Hog (Figure 4). 7 Section 23 (Figure 4) in the southeast corner of the Wedding Bell claims has been identified by Thor Mining and World Industrial Minerals LLC (US Consulting team) as the highest priority drill target in the Colorado Uranium- Vanadium Project. This area represents the only large area in the claim block with the “Salt Wash” Member precluded from historic prospecting, drilling and mine production. Proposed drillholes for this area are designed to target potential mineralisation in the third sandstone unit estimated to be within 30-40m of surface, stratigraphically, beneath the mapped contact with the overlying upper Brushy Basin Member of the Morrison Formation. Drilling at Rim Rock and Groundhog Prospects is designed to test extensions to high-grade uranium and vanadium mineralisation sampled within and around historic workings (Photo 3). At the Groundhog prospect there are historic workings within the Brushy Basin shales as well as the Salt Wash sandstone, hence drilling will target both perspective horizons. In conjunction, a geological evaluation of the Utah claims is underway (Figure 4). Photo 3: Historic workings at Rim Rock showing uranium and vanadium mineralisation COPPER PROJECTS – SOUTH AUSTRALIA Thor holds direct and indirect interests in over 400,000 tonnes of Inferred copper resources (Tables A, B, & C) in South Australia, via its 80% farm-in interest in the Alford East copper project and its 30% interest in EnviroCopper Ltd (Alford West and Kapunda Projects) (Figure 5). Each of these projects are considered by Thor directors to have significant growth potential, and each are being advanced towards development via low-cost, environmentally friendly In Situ Recovery (ISR) techniques (Figure 6). information on For further www.youtube.com/watch?v=eG_1ZGD0WIw ISR please refer to Thor’s website via this link for an informative video: 8 Figure 5. Alford East, Alford West & Kapunda Location Map Figure 6. Schematic of ISR process ALFORD EAST COPPER-GOLD PROJECT – SOUTH AUSTRALIA The Alford East Copper-Gold Project is located on EL6529, where Thor is earning up to an 80% interest from unlisted Australian explorer Spencer Metals Pty Ltd, covering portions of EL6255 and EL6529 (THR:ASX 23 November 2020). The Project covers the northern extension of the Alford Copper Belt, located on the Yorke Peninsula, SA (Figure 5). The Alford Copper Belt is a semi coherent zone of copper-gold oxide mineralisation, within a structurally controlled, north-south corridor consisting of deeply kaolinised and oxidised troughs within metamorphic units on the edge of the Tickera Granite, Gawler Craton, SA. Utilising historic drill hole information, Thor completed an inferred Mineral Resource Estimate (MRE), with summaries in Table A (THR:ASX 27 January 2021), consisting of: ▪ 125.6Mt @ 0.14% Cu containing 177,000t of contained copper ▪ 71,500oz of contained gold Diamond Drilling Program Nine diamond drillholes totalling 878m were completed as part of Thor’s initial diamond drilling program. This initial program for Thor, focussed only on the northern portion of the Alford East copper-gold deposit around the AE-5 mineralised domain (Figure 7), with drilling targeting areas open at depth and along strike, whilst validating interpreted controlling mineralised structures. AE-5 domain is only one of eight mineralised domains (Figure 7). Drillhole assay results with significant copper and gold intercepts include (THR:ASX Announcement 31/8/2021): ▪ 21AED001: 108.2m @ 0.17% Cu and 0.1g/t Au from 6.2m, including 32.9m @ 0.4% Cu and 0.31g/t Au from 81.5 m, and ▪ 21AED002: 59.9m @ 0.31% Cu from 21.9m ▪ 21AED004 55.9m @ 0.53% Cu from 7m, including 11.7m @ 1.0%Cu from 17.3m including 5.7m @ 1.23% and 0.16g/t Au from 17.3 ▪ 21AED005 72.7m @ 1.0% Cu and 0.19g/t Au from 6.3m, including 18.2m @ 2.0% Cu and 0.34g/t Au from 15.8m Note for ISR, Thor is targeting broad copper-gold oxide intervals above the MRE cut-off grade of 0.05% copper. 9 For ISR purposes, drilling was limited to the deeply weathered lithological profile, testing the extent of the oxide zone and the depth boundary of the Top of Fresh Rock (TOFR). The copper-gold oxide mineralisation is hosted within deeply kaolinised (clay) and metasomatic altered units on the contact between the Olympic Domain Wallaroo Group metasediments and the Hiltaba Suite, Tickera Granite. Copper oxide mineralogy is dominated by malachite and chalcocite. Drillholes 21AED001, 21AED003 and 21AED005 (Section A-A’ 6,256,360mN), were drilled through the central portion of AE-5 MRE Domain (Figure 8), designed to validate the geological model and test areas, open at depth. The high-grade copper and gold intercepts in both 21AED001 and 21AED005 are, significantly above the MRE cut- off and open up the potential for oxide mineralisation at depth. Drillhole 21AED005 highlights the significant grade uplift along the interpreted north-south controlling structure. Copper (predominately malachite) and gold mineralisation in 21AED005 is hosted within residual friable clays. The continuation of the visual copper mineralisation 100m north of the MRE AE-5 domain envelope, (21AED002, 21AED006 and 21AED007), confirms oxide copper mineralisation remains opens along strike and the potentially links AE-5 to the AE-8 domain (Figure 7). AE-5 Domain Figure 7: MRE Mineralisation Domains (left); Domain AE-5 showing drillhole collars (right) Figure 8: Cross section showing 21AED001, 21AED003 and 21AED05 10 A new robust 3D geological model was generated from recent diamond drilling combined with all available regional geology, structural and geophysics (magnetics and gravity) data (Figure 9). Key geological outcomes: ▪ The best oxide mineralisation seems to occur where a fault has facilitated a more deeply weathered profile ▪ Some faults appear to have had minor vertical offset on them post-development of the weathering profile (for example, the north-east trending Netherleigh Park Fault, central to the project area). ▪ Mineralisation shows a preference to metasediments. ▪ A Sulphidic-Magnetic-Shale (SMS)stratigraphic-alteration unit appears as a marker unit in the regional and more local magnetics images, as well as in the regional 3D magnetics and gravity inversions. ▪ The SMS unit was modelled using the information above, showing an overall synformal shape with AE3 sitting in the core or trough of overlying metasediments formed by the synform. ▪ Most supergene mineralisation appears to occur in the hanging wall of the SMS, whilst the weathered primary mineralisation (such as in the deeper sections of AE8 and AE5) appears to be associated with major faults, such as the central Netherleigh Park Fault. Figure 9: 3D Geological Model Hydrogeology Pump testing for initial hydrogeological baseline work forming part of the ‘proof of concept’ for ISR, including water characteristics, porosity, and permeability testing was completed in late 2021, with results confirming positive water parameters and permeability for potential ISR at Alford East Project (THR:ASX 18 October 2021). Key Findings: ▪ The copper-gold mineralisation at the test site is saturated below the water table. The water table elevation is approximately 38m Australian Height Datum (AHD). At the test site this equates to a depth to water of 12m below ground surface. For ISR, the mineralised zone needs to be saturated for lixiviant fluids to flow through. ▪ Groundwater salinity within 20km of site reports in the range of 15,000 -55,000 milligrams per Litre total dissolved solids (mg/L TDS), with onsite investigation reporting 19,000mg/L. This is classified as saline and precludes agricultural or potable use. The beneficial use category of this high salinity water as defined in the South Australian Environmental Agency (EPA)water quality policy (2015) and the Australian and New 11 Zealand Guidelines for Fresh and Marine Water Quality ANZECC Guidelines (2020) for industrial use only, not suitable for irrigation or livestock. ▪ Ground water is alkaline with pH –8.1, this is ideal for the trial lixiviant, glycine. Glycine is a naturally occurring amino acid, and an environmentally friendly reagent in an alkaline carrier. ▪ Groundwater is found within the weathered zone (saprolite)of the basement rock, rather than in discrete fractures. ▪ The rock hosting the copper and gold mineralisation is moderately permeable. ▪ Short term test pumping calculated an aquifer transmissivity (T) of 2 to 3 m2/day. The resultant concomitant bulk hydraulic conductivity is approximately 0.14 m/day. In an ISR setting, wells with 18m long screens can be expected to yield around 0.5L/s. This assumes transmissivity values consistent with results from recent test pumping. This is very positive for ISR production. Hydrometallurgy Thor’s objective is to identify an in-situ recovery pathway ideally for both the copper and gold mineralisation at the Alford East Project that is socially and environmentally friendly rather than using conventional acid in-situ recovery (ISR). This has led to Thor engaging Mining Processing Solutions (MPS) trialling their alkaline Glycine Leaching Technology (GLT), branded as their GlyCatTM and GlyLeachTM processes, that have the capability to selectively leach base and precious metals using glycine as the principal, eco-friendly, reagent. A preliminary ‘Discovery’ metallurgical test program has been carried out to determine the amenability of the Alford East mineralisation to metal recovery using GLT. The test work has involved two rounds of Diagnostic Leach Tests (DLTs), and one round of Bottle Roll Tests (BRTs) on the two samples from 21AED001. Ground water collected from Alford East was used in the laboratory test work to ensure water characteristic especially pH was tailored to Project conditions. Initial Findings: • • Based on copper sequential analysis (identifies leachable copper mineralogy) -15% of the copper from the upper zone and up to 50% from the lower zone should be theoretically leachable with GLT. Based on the gold diagnostic leach assays, extraction from the lower zone of up to 73.4% should be theoretically leachable with GLT. Upper zone had negligible gold. ▪ Diagnostic Leach test–designed to be initial comparison tests to ascertain the response to a range of ▪ ▪ ▪ ▪ conditions including a baseline cyanidation test. Bottle Roll tests (6): The composite sample performed very well with GLT, extracting 98.1% of the gold and over 40% of the copper. Lower zone using GLT extracting 78.3% of the gold and 33.5% of the copper, whilst the Lower zone using cyanide extracted 64.1% Au and 48.2% of the copper. The alkaline Glycine Leaching Technology (GLT)has slower leaching dynamics, than cyanidation, so if given more time higher extractions would be expected This work was co-funded by the SA Government Accelerated Discovery Grant (ADI) of A$300,000. From the work completed to date Thor believes Alford East Project to be amenable to ISR with further assessment work planned including resource drilling, pump testing and hydrometallurgical work to increase copper recovery In conjunction with the technical assessment, Thor will continue ongoing stakeholder and community engagement, and regulatory activities. 12 ENVIROCOPPER COPPER PROJECTS – SOUTH AUSTRALIA Thor holds a 30% equity interest in private Australian company, EnviroCopper Limited (“ECL”). In turn, ECL has entered into an agreement to earn, in two stages, up to 75% of the rights over metals which may be recovered via ISR contained in the Kapunda deposit from Australian listed company, Terramin Australia Limited (“Terramin” ASX: “TZN”), and rights to 75% of the Alford West copper project comprising the northern portion of exploration licence EL5984, held by Andromeda Metals Limited (ASX:ADN). Information about EnviroCopper Limited and its projects can be found on the EnviroCopper website: www.envirocopper.com.au ALFORD WEST Based on substantial historic drilling, a Mineral Resource Estimate (MRE) was completed in 2019 (ASX: THR 15 August 2019) on several of the deposits at Alford West, totalling 66.1 million tonnes (MT) grading 0.17% copper (Cu), containing 114,000 tonnes of contained copper, using a cut-off grade of 0.05% Cu (Table B). KAPUNDA The Kapunda ISR Copper-Gold Project is located approximately 90 kilometres north north-east of Adelaide in South Australia (Figure 5). Terramin and ECR have estimated a combined Resource of 47.4 million tonnes at 0.25% copper containing 119,000 tonnes of copper using a 0.05% copper cut off, summaries in Table C. This Resource estimate is only in respect of that part of the Kapunda mineralisation that is considered amendable to ISR (copper oxides and secondary copper sulphides) and only reports mineralisation that is within 100 metres of the surface (ASX TZN Announcement 12 February 2018). Test work to date has demonstrated that both copper and gold are recoverable, using a range of lixiviants, from historical drill samples, and that the ground conditions will allow the flow of fluids necessary for ISR production. In December 2021 ECL completed the installation of test well arrays and commenced in-situ recovery trials (“ISR”), including tracer and push pull test work (Photo 4). These tests are the final hydrometallurgical assessments before ECL commences Site Environmental Lixiviant Trials (SELT). The purpose of push pull tests or lixiviant trials, is to assess the solubility of copper mineralisation, and therefore copper recovery, using a specially designed solution called a lixiviant under in-situ conditions. The trial is to be undertaken in two stages. The first stage involves injecting and extracting a tracer solution (Sodium Bromide - NaBr) from the same well to demonstrate hydraulic connectivity between the observation and environmental monitor well network. This is followed by injecting and extracting lixiviant from the same well to test copper solubility from the mineralisation. Key outcomes anticipated from lixiviant trials: 1. 2. 3. Hydraulic connectivity between wells Copper solubility and recovery Establish lixiviant and time parameters for design of the Site Environmental Lixiviant Trials (SELT). 13 Photo 4: Push-Pull Tracer Trials Underway at Kapunda In August 2022, after the reporting period OZ Minerals Limited (ASX:OZL) (“OZL”) entered into an agreement to fund technical investigations into In-Situ Recovery technology at the Kapunda copper-gold ISR Project (ASX:THR Announcement 9 September 2022). OZL’s Think & Act Differently innovation team, through OZ Exploration Pty Ltd, a subsidiary of OZL, has committed AUD $2.5 million over 18 months into investigating the potential economic extraction of copper via ISR at the Kapunda Project (the “Research Agreement”). This funding expands on previous work by ECL in cooperation with CSIRO and University of Adelaide under a CRC-P grant (Commonwealth Research Centre Project). Any resulting IP from the Research Agreement will be owned by ECL, and a license will be granted to OZL which will be worldwide, perpetual, assignable, irrevocable and royalty free. Funding is non – dilutive to Thor’s 30% interest in ECL. 14 MOLYHIL TUNGSTEN PROJECT – NORTHERN TERRITORY The 100% owned Molyhil tungsten-molybdenum-copper project is located 220 km north-east of Alice Springs (320km by road) within the prospective polymetallic province of the Proterozoic Eastern Arunta Block in the Northern Territory (Figure 10). 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, is recognised as one of the higher grade open-pittable tungsten projects, with low capital and operating costs per unit of tungsten production. 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. Thor is also seeking a potential Joint Venture to assist with moving the Project to development phase. The deposit consists of two adjacent outcropping iron-rich skarn bodies, the northern ‘Yacht Club’ lode and the ‘Southern’ lode. Both lodes are marginal to a granite intrusion; both lodes contain scheelite (CaWO4) and molybdenite (MoS2) mineralisation. Both the outlines of the lodes and the banding within the lodes strike approximately north and dip steeply to the east. Figure 10: Location Map A revised Mineral Resource Estimate (MRE) was completed in 2021 comprising Measured, Indicated, and Inferred Mineral Resources, totalling 4.4 million tonnes at 0.27% WO3 (Tungsten trioxide), 0.10% Mo (Molybdenum), and 0.05% Cu (Copper) using a 0.07% WO3 cut-off (Table D). The estimation of WO3 and Mo using Mixed Support Kriging was undertaken by Golder Associates (“Golder”), with the estimation of Fe and Cu by Ordinary Kriging was undertaken by Resource Evaluation Services (“RES”) In conjunction with the Mineral Resource Estimate, 3D geological modelling identified two prominent structures – Yacht Club fault and South Offset fault (Figure 11 left). Based on the geological timing of these faults they may have a significant impact on mineralisation, hence creating targets for potential extensions. Modelling of the 3D magnetics and the position of the modelled South Offset Fault strongly implies an offset of the magnetic material (magnetite skarn) host to the tungsten-molybdenum mineralisation, identifying a strong magnetic anomaly, south of the fault. Although there are a few drillholes to the south of the South Offset Fault, these have not intersected the magnetic body (Figure 11 right). Three diamond drillholes (21MHDD001, 21MHDD002, 21MHDD003) totalling 995.4m, completed in late 2021, have successfully tested and confirmed the newly identified 3D magnetic target located along strike to the south of the Molyhil Critical Minerals Project. This magnetic target represents a massive magnetite skarn hosting disseminated tungsten-molybdenum-copper mineralisation. Both 21MHDD002 and 21MHDD003 intercepted disseminated mineralisation, consisting of low grade scheelite, molybdenite and chalcopyrite within massive magnetite skarn. Drillhole 21MHDD002 intercepted 46m of disseminated mineralisation (Photo 5), whilst 21MHDD003 intercepted two zones of disseminated mineralisation over 29m of magnetite skarn. It appears 21MHDD001 intersected the edges of the magnetite skarn drilling over the top into a granite, with negligible mineralisation. 21MHDD002: ▪ 46m @ 0.06% WO3, 0.05% Mo & 0.04% Cu from 249m, including 11m @ 0.05% WO3, 0.13% Mo & 0.06 % Cu from 272m 21MHDD003: ▪ 4m @ 0.13% WO3, 0.08% Mo & 0.06% Cu from 255m 15 Thor Mining was awarded A$110,000 from the Northern Territory Government as part of the Resourcing the Territory, Geophysics and Drilling Collaborations (GDC) program to co-fund the drilling program. A full background on the project is available on the Thor Mining website: www.thormining.com/projects. Figure 11 (Left): Plan view, looking down at the conceptual pit shell (brown), with the 0.3% WO3 isosurface in blue, 0.15% Mo isosurface in silver, and modelled 3D magnetics in transparent red. The yellow dashed line shows the location of the long section (right). Interpreted mineralisation model shown in yellow. 21MHDD001, 21MHDD002 and 21MHDD003 hole traces. Figure 11 (Right): Long section of the Molyhil project looking west-northwest, showing the three holes drilled in 2021 (21MHDD001, 21MHDD002 21MHDD003). Drilled holes 21MHDD002 and 21MHDD003 intercepted tungsten-molybdenum- copper mineralisation within magnetite skarn, whilst 21MHDD001 is interpreted to have drilled just over the top of the mineralised zone. Bar graph to the left of the drillholes shows Fe in magnetic susceptibility readings, indicating magnetite-rich skarn. Mineralisation remains open at depth. The conceptual pit shell is shown in brown, 0.3% WO3 isosurface in blue, 0.15% Mo isosurface in silver, and modelled 3D magnetics in red (0.175 SI), and as a transparent red envelope (0.15 SI) and a conceptual shape representing the down-plunge mineralised zone in yellow. Photo 5: 21MHDD02- 282-283m (282.4m) - 1m @ 0.02% WO3, 0.23% Mo & 0.07% Cu - coarse grained visible molybdenite in magnetite skarn 16 BONYA (TUNGSTEN, COPPER, VANADIUM) - NORTHERN TERRITORY 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 (Figure 12). In March 2020 quarter, the Joint Venture reported a maiden resource estimate for the White Violet and Samarkand deposits (Table E and F). Figure 12: Map showing Bonya prospects in proximity to Molyhil Details of the projects may be found on the Thor website via this link: www.thormining.com/projects/us-uranium- and-vanadium PILOT MOUNTAIN TUNGSTEN PROJECT – NEVADA, USA In September 2021, Thor entered into an Option Agreement with Power Metal Resources Plc to divest the 100% owned Pilot Mountain Project, located in Nevada, USA. The sale agreed value of US$1.8 million. A full background on the project and recent sale agreement is available on the Thor Mining website: www.thormining.com/projects SPRING HILL GOLD PROJECT – NORTHERN TERRITORY In September 2020, the Company announced the A$1.0million sale of its royalty entitlement from the Spring Hill gold project in the Northern Territory. The sale agreement provides for receipt of A$400,000 on completion (received), followed by two production milestone payments of A$300,000 each. Competent Person’s Report The information in this report that relates to Exploration Results and the Estimation and Reporting of Mineral Resource Estimation is based on information compiled by Nicole Galloway Warland, who holds a BSc Applied geology (HONS) and who is a Member of The Australian Institute of Geoscientists. Ms Galloway Warland is an employee of Thor Mining PLC. She has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which she 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’. Nicole Galloway Warland consents to the inclusion in the report of the matters based on her information in the form and context in which it appears. 17 JORC (2012) Compliant Mineral Resources and Reserves Table A: Alford East Mineral Resource Estimate (Reported 22 January 2021) Domain Tonnes (Mt) Cu % Au g/t Contained Cu (t) Contained Au (oz) AE_1 AE_2 AE_3 AE_4 AE_5 AE-8 AE-7 AE-6 Total 24.6 6.8 34.9 8.0 11.0 31.3 7.7 1.3 125.6 0.12 0.13 0.09 0.11 0.22 0.19 0.14 0.13 0.14 0.021 0.004 0.022 0.016 0.030 0.008 0.025 0.011 0.018 30,000 9,000 33,000 8,000 24,000 61,000 10,000 2,000 177,000 16,000 1,000 25,000 4,000 11,000 8,000 6,000 500 71,500 Notes: • • MRE reported on oxide material only, at a cut-off grade of 0.05% copper which is consistent with the assumed In Thor is earning up to 80% interest in oxide material from Spencer Metals Situ Recovery technique. • 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: Alford West Copper Mineral Resource Estimate (Reported 15 August 2019) Resource Classification COG (Cu %) Deposit Volume (Mm3) Tonne s (Mt) Cu (%) Cu metal (tonnes) Au (g/t) Au (Oz) Inferred 0.05 Total Wombat 20.91 Bruce Larwood 5.51 3.48 29.9 46.5 11.8 7.8 66.1 0.17 80,000 0.19 22,000 0.15 12,000 0.04 10,000 0.17 114,000 Notes: • EnviroCopper are earning a 75% interest in this resource, and Thor hold 30% equity in 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. 18 Table C: Kapunda Resource Summary 2018 (Reported 12 February 2018) Resource Copper Mineralisation Copper Oxide Classificatio n Inferred Secondary copper sulphide Inferred Total MT 30.3 17.1 47.4 Grade % Contained Cu (t) 0.24 0.27 0.25 73,000 46,000 119,000 Notes: • EnviroCopper are earning a 75% interest in this resource, and Thor hold 30% equity in EnviroCopper. • • • All figures are rounded to reflect appropriate levels of confidence. Apparent differences may occur due to rounding. Cut-off of 0.05% Cu. The Company is not aware of any information or data which would materially affect this previously announced resource estimate, and all assumptions and technical parameters relevant to the estimate remain unchanged. Table D: Molyhil Mineral Resource Estimate (Reported March 31, 2021) Classification ‘000 Tonnes WO3 Grade % Mo Cu Tonnes Grade % Tonnes Grade % Tonnes Measured Indicated Inferred Total 464 2,932 990 4,386 0.28 0.27 0.26 0.27 1,300 7,920 2,580 11,800 0.13 0.09 0.12 0.10 600 2,630 1,170 4,400 0.06 0.05 0.03 0.05 280 1,470 300 2,190 Fe Grade % 19.12 18.48 14.93 17.75 Notes: • Figures are rounded to reflect appropriate level of confidence. Apparent differences may occur due to rounding. • • • Cut-off of 0.07% WO3. 100% owned by Thor Mining Plc. To satisfy the criteria of reasonable prospects for eventual economic extraction, the Mineral Resources have been reported down to 200 m RL which defines material that could be potentially extracted using open pit mining methods. 19 Table E: Bonya Tungsten Mineral Resources (announced 29 January 2020) Oxidation Tonnes White Violet Inferred Sub Total Samarkand Sub Total Combined Total Inferred Inferred Oxide Fresh Oxide Fresh Oxide Fresh Notes: • 0.05% WO3 cut-off grade. WO3 % 0.41 0.21 0.22 0.11 0.20 0.19 0.26 25,000 470,000 495,000 25,000 220,000 245,000 50,000 690,000 0.21 740,000 0.21 Tonnes 90 980 1,070 30 430 460 120 1,410 1,530 Cu % 0.16 0.06 0.06 0.07 0.13 0.13 0.14 0.08 0.09 Tonnes 40 260 300 20 290 310 60 550 610 • • • Totals may differ from the addition of columns due to rounding. Thor Mining PLC holds 40% equity interest in this project. 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 F: Bonya Copper Mineral Resources (announced 26 November 2018) Oxidation Tonnes Oxide Fresh 25,000 210,000 230,000 Cu % 1.0 2.0 2.0 Tonnes 200 4,400 4,600 Inferred Total Notes: • 0.2% Cu cut-off grade. • • • Totals may differ from the addition of columns due to rounding. Thor Mining PLC holds 40% equity interest in this project 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. 20 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. 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 COVID-19 virus continues to disrupt supply chains and services. The extent of the effect of the virus, including its long-term impact, remains uncertain. The Group has implemented procedures and contingency arrangements to ensure that they are able to continue to operate. 21 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. An example of how the Company implemented S172 can be demonstrated from the impact of COVID19 on Thor’s operations which have continued to cause some 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. 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. 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, Australian and US 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. 22 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 2022. Review of Operations The net result of operations for the year was a loss of £1,253,000 (2021 loss: £2,104,000). 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: Alastair Clayton - Non-Executive Chairman (Appointed 5 October 2021) Alastair is a financier and geologist, has over 25 years’ experience in the mining and exploration industry, identifying, financing and developing mineral, energy and materials processing projects in Australia, Europe and Africa. He was previously a Director of ASX100-list Uranium Developer Extract Resources where he represented major shareholder AIM-listed Kalahari Minerals on the Board. He was part of the team responsible for the eventual A$2.2B sale to CGNPC in 2012. He was also Chairman of ASX-listed Uranium Developer Bannerman Resources Limited and was a founding Director of ASX-listed Universal Coal which was sold to Terracom in 2021 for A$175m. Currently Alastair is an Executive Director of ASX/AIM-listed Gold/Copper explorer Artemis Resources Limited. Nicole Galloway Warland - Managing Director Ms Galloway Warland, who graduated from the University of Technology, Sydney with a BSc (Hons) Applied Geology, has had a career spanning more than 25 years in the mining and exploration industry, working across a broad range of jurisdictions and geological provinces in Australia, Eastern Europe and South America. Nicole’s experience spans from grass roots exploration to project evaluation to open cut & underground mining with a commodity focus of gold, copper, nickel, uranium & lithium. Mark McGeough BSc dual honours Geol/Geog, FAusIMM - Non-Executive Director 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 Potter – Former Non-Executive Director and Chairman (Resigned 30 June 2022) Michael Robert Billing CPA, B Bus MAICD - Former Executive Chairman and CEO (Retired as CEO 21 April 2021 and retired as Chairman 3 September 2021) Ray Ridge - BA(Acc), CA, GIA(cert) Chief Financial Officer / Joint 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. 23 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 raises, mergers and acquisitions, Financial Services and Markets Act work, placings and admissions to AIM, AQUIS and other regulated markets. Mr Ronaldson is currently company secretary for a number of quoted companies including AIM listed companies. Executive Director Service contracts All Directors are appointed under the terms of a Directors letter of appointment. Applicable from October 2020, each appointment provides for annual fees of Australian dollars $50,000 for services as Directors inclusive of the 10.0% as a company contribution to Australian statutory superannuation scheme (10.50% from 1 July 2022). Prior to October 2020, annual Directors’ fees were $40,000 inclusive of the 9.5% 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 two 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 was paid A$1,200 per day. Principal activities and review of the business The principal activities of the Group are the exploration for and potential development of gold, copper, uranium, vanadium, tungsten and other mineral deposits. At the Company’s 100% owned Ragged Range Project in the Pilbara region of Western Australia, Thor completed RC drilling of 2,155m, followed by a further 3,120m in July 2022, at its sterling prospect. A high-powered fixed loop electromagnetics ground geophysics was completed at the Krona prospect (Nickel Gossan) and subsequent to 30 June 2022, Thor has undertaken a down hole electromagnetic survey. Additionally, the Pilbara Craton remains highly prospective for lithium-caesium-tantalum (LCT) enriched pegmatites, and the Company is identifying several priority areas for mapping and sampling. A new tenement (E46/1393) was acquired in the northeast. Thor holds mineral claims in the US states of Colorado and Utah within the Uranvan Mineral Belt, with historical high-grade uranium and vanadium production results. Thor has successfully obtained permits for drilling at the Colorado prospects – Rim Rock, Groundhog and Area 23, within the Wedding Bell and Radium Mountain Projects. The initial drill program of 2,000m has commenced in late September 2022. At Alford East Copper-Gold Project in South Australia, Thor is earning an 80% interest in copper gold oxide mineralisation considered amenable to extraction via In Situ Recovery techniques (ISR). Alford East has an Inferred Mineral Resource Estimate of 177,000 tonnes contained copper & 71,500 oz of contained gold. Nine drill holes were completed totalling 878m, as part of Thor’s maiden drilling program, with assay results announced on 31 August 2021. In late 2021, pump testing for initial hydrogeological baseline work was completed, forming part of the ‘proof of concept’ for ISR, with results confirming positive water parameters and permeability for potential ISR at Alford East Project. A preliminary metallurgical test program has also been carried out to determine the amenability of the Alford East mineralisation to metal recovery using environmentally friendly Glycine Leaching Technology. Thor holds 30% of EnviroCopper Limited (ECL). ECL holds 1) 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) and 2) 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). In December 2021, ECL completed the installation of test well arrays and commenced in-situ recovery trials (“ISR”), including tracer and push pull test work. These tests are the final hydrometallurgical assessments before ECL commences Site Environmental Lixiviant Trials. Subsequently in August 2022, OZ Minerals Limited (ASX:OZL) (“OZL”) entered into an agreement to provide funding to ECL of $2.5 million over 18 months for further technical investigations into In-Situ Recovery technology at the Kapunda Project. Thor holds 100% of the advanced Molyhil Tungsten-Molybdenum 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. In late 2021, three diamond drillholes totalling 995.4m successfully tested and confirmed the previously identified 3D magnetic target located along strike to the south of the Molyhil Critical Minerals Project. 24 In September 2021, Thor completed the divestment of the Pilot Mountain tungsten project in Nevada USA, (refer Note 7a of the Annual Financial Report). A detailed review of the Group’s activities is set out in the Review of Operations & Strategic Report. Covid-19 The impact of COVID19 on Thor’s operations has reduced with 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. 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 £1,253,000 (2021 loss: £2,104,000). 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 carrying value of exploration assets and the management of cash is the main performance indicator which is monitored closely to ensure the group has sufficient funds to advance its exploration assets. Events occurring after the reporting period 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 17 September 2022, there were no disclosable interests in 3% or more of the nominal value of the Company’s shares. 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 2022 or their date of resignation if prior to 30 June 2022, were follows: Ordinary Shares/CDIs Options 30 June 2022 30 June 2021 30 June 2022 30 June 2021 Alastair Clayton (appointed 5/10/2021) - - 8,000,000 - Nicole Galloway Warland 250,000 250,000 16,000,000 4,000,000 Mark McGeough 1,861,765 1,861,765 8,000,000 - Mark Potter (retired 30/06/2022) 2,910,831 2,910,831 16,000,000 8,000,000 Michael Billing (retired 3/09/2021) 53,156,490 53,156,490 9,250,000 9,250,000 25 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$50,000 per annum applicable from October 2020 (A$40,000 prior to that date), and UK based directors are paid the GBP equivalent of A$50,000 at an agreed average foreign exchange rate (applicable from October 2020), with the exception of Ms Nicole Galloway Warland who receive a salary in her respective executive role, no further fees were payable Ms Galloway Warland as Executive Director. Directors and Officers Summary of amounts paid to Key Management Personnel The following table discloses the compensation of the Directors and the key management personnel of the Group during the year. 2022 Salary and Fees £’000 Directors 1 Alastair Clayton 2 Mark Potter 3 Nicole Galloway Warland 4 Mark McGeough Michael Billing 5 Key Personnel 1 Ray Ridge 2022 Total 21 29 127 25 19 46 267 £’000 - - - - - - - Shares issued Post Employment Super £’000 Total Fees for Services rendered £’000 Short-term employee benefits £’000 Options 6 Total Benefit £’000 £’000 - - 13 2 1 - 16 21 29 140 27 20 46 283 21 29 140 27 20 46 283 52 52 79 52 - 73 81 219 79 20 6 241 52 524 1 As at 30 June 2022 amounts of £7,089, £7,089 and £5,257 remained unpaid to Messrs Clayton, McGeough and Ridge respectively. 2 Appointed 5 October 2021. 3 Retired 30 June 2022. 4 Short term benefits in the table above for Ms Galloway Warland include normal salary of £120,010 and a bonus of £6,546, approved by the Board. 5 Retired 3 September 2021. 6 Following shareholder approval, 8,000,000 listed options were granted to each of Messrs Clayton, Potter and McGeough and 12,000,000 to Ms Galloway Warland on 22 November 2021 (exercise price $0.013, expiring 22 November 2025). These options were valued at £0.00656 per option using the Black-Scholes method. On 17 May 2022, 2,400,000 unlisted options were granted to Mr Ridge under the Company’s Employee Share Option Plan (exercise price $0.025, expiring 12 May 2025). These options were valued at £0.00630 per option using the Black-Scholes method. 800,000 vest immediately and were expensed. 800,000 vest 12 May 2023 and 800,000 vest 12 May 2024 – these options are expensed over their vesting periods. 26 2021 Salary and Fees £’000 Shares issued 4 £’000 Post Employment Super £’000 Total Fees for Services rendered £’000 Short-term employee benefits £’000 Options 5 Total Benefit £’000 £’000 Directors 1 Mark Potter Nicole Galloway Warland 3 Mark McGeough Michael Billing Richard Bradey 2 Key Personnel 1 Ray Ridge 2021 Total 24 82 17 119 79 50 371 12 - 6 6 - - 24 - 8 2 2 3 - 15 36 90 25 127 82 50 410 36 90 25 127 82 50 410 14 20 - 14 14 13 75 50 110 25 141 96 63 485 1 As at 30 June 2021 amounts of £94,328, £6786, £6786 and £7,203, remained unpaid to Messrs Billing, Potter, McGeough and Ridge respectively. 2 Retired 29 October 2020. 3 Appointed as Exploration Manager on 1 October 2020 and appointed Managing Director 21 April 2021. Remuneration in the above table for Ms Galloway Warland includes the period as Exploration Manager and Managing Director, as both are considered KMP roles. 4 Messrs Billing and McGeough elected to receive 50% of their gross directors’ fees for the 6 months to 31 December 2020 by Thor shares in lieu of cash payment. Mr Potter elected to receive 100% of his directors’ fees for the 6 months to 31 December 2020 by Thor shares in lieu of cash payment. Following shareholder approval on 25 November 2020, 661,765 ordinary shares were issued on 27 November 2020, to each of Messrs Billing and McGeough in lieu of $11,250 in directors fees owing to each and 1,323,529 ordinary shares were issued to Potter in lieu of $22,500 in directors fees owing. 5 Following shareholder approval, 8,000,000 unlisted Options were granted to each of Messrs Potter, Billing and Bradey on 8 July 2020 (exercise price $0.0095, expiring 8 July 2023). These options were valued at £0.00172 per option using the Black-Scholes method. Unlisted options were granted under the Company’s Employee Share Option Plan on 29 September 2020 to Ms Galloway Warland (4,000,000 options) and Mr Ridge (2,500,000 options). These options were valued at £0.00509 per option using the Black-Scholes method. 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: 2022 Alastair Clayton (appointed 5 October 2021) Nicole Galloway Warland Mark McGeough Mark Potter (resigned 30 June 2022) Michael Billing (retired 3 September 2021) Meetings held whilst in Office Meetings attended 6 11 11 11 3 6 11 11 11 3 27 Corporate Governance The Board have chosen to apply the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 4th 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 Managing Director 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. 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. 28 Political Contributions and Charitable Donations During the period the Group did not make any political contributions or charitable donations. Annual General Meeting (“AGM”) This report and financial statements will be presented to shareholders for their approval at the AGM. The Notice of the AGM will be distributed to shareholders together with the Annual Report. Auditors A resolution to reappoint PKF Littlejohn LLP will be considered at the Company’s next Annual General Meeting expected to be held mid to late November 2022. 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 2022. The Directors have prepared cash flow forecasts for the period ending 30 September 2023 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. 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. Accordingly, the financial statements have been prepared on a going concern basis. Further consideration of the Group’s Going Concern status is detailed in Note 1 to the financial statements. Statement of Directors’ Responsibilities 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 that law the Directors have elected to prepare the group and parent company financial statements in accordance with applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. 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 group and of the profit or loss of the company and the group 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 applicable UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006 have been followed subject to any material departures disclosed and explained in the financial statements; and 29 • 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 2022. Alastair Clayton Non-Executive Chairman Ray Ridge Chief Financial Officer 30 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 2022 which comprise the Consolidated and Company Statements of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Company Statements of Cash Flows and the Consolidated and Company Statements of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards. 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 2022 and of the group’s and parent company’s loss for the year then ended; have been properly prepared in accordance with UK-adopted international accounting standards; 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. 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. Material uncertainty related to going concern We draw attention to note 1c in the financial statements, which identifies conditions that may cast doubt on the group’s and parent company’s ability to continue as a going concern. The group incurred a net loss of £1.2m, had operating cash outflows of £0.626m in the year and has cash resources of £1.173m as at the year-end. Based on cash flow forecasts prepared by management, all current cash resources will be used prior to the 12 months period from the date on which these financial statements are approved and thus the group and parent company will be required to raise additional funds. As stated in note 1c, these events or conditions, along with the other matters as set forth elsewhere, indicate that a material uncertainty exists that may cast significant doubt on the group and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included: • Obtaining management’s base case forecast for the period to the 30 September 2023 and testing the mathematical accuracy of the base case forecast; • Considering the reasonableness of mitigating actions identified by management, which included an assessment of the feasibility and quantification of such measures available to management; and • Critically assessing the disclosures made within the financial statements for consistency with management’s assessment of going concern. 31 THOR MINING PLC Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Our application of materiality The concept of materiality is applied by the auditor both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of uncorrected misstatements on the financial statements and in forming the opinion in the auditor's report. Misstatements, including omissions, are considered to be material if they, individually or in the aggregate, could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. Materiality for the group financial statements as a whole was £148,000 (2021: £139,00) with performance materiality set at £103,600 (2021: £97,300), being 70% (2021: 70%) of group materiality. Materiality for the financial statements as a whole was based upon 1.0% (2021: 1%) of the group’s gross assets. In determining group materiality, we deemed assets to be the main driver of the business as the group is in the exploration stage with no revenue currently being generated. In determining performance materiality, the significant judgements made were our experience with auditing the financial statements of the group in previous years, the number and quantum of identified misstatements in the prior year audit and management’s attitude towards correcting misstatements identified. We agreed with those charged with governance that we would report all individual audit differences identified for the group during the course of our audit in excess of £7,400 together with any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds. Materiality applied to the parent company’s financial statements was £120,000 with performance materiality set at £84,000, being 70% of the parent company’s materiality. The benchmark for materiality of the parent company was 0.8% of the parent company’s gross assets. The significant judgements used by us in determining this were that total assets are the primary measure used by the shareholders in assessing the performance of the parent company. The percentage applied to this benchmark has been selected to bring into scope all significant classes of transactions, account balances and disclosures relevant for the shareholders, and also to ensure that matters that would have a significant impact on the reported profit were appropriately considered. In determining performance materiality for the parent company, the significant judgements made were our experience with auditing the financial statements of the parent company in previous years based on the number and quantum of identified misstatements in the prior year audit and management’s attitude to correcting misstatements identified. We agreed those charged with governance that we would report all individual audit differences identified for the parent company during the course of our audit in excess of £6,000 together with any other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds. Our approach to the 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 judgement. In particular we considered future events that are inherently uncertain such as the carrying value of the exploration intangible assets. 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 by the directors that represented a risk of material misstatement due to fraud. Exploration and evaluation activities take place within the subsidiaries based in Australia and this is also the location of the accounting function. Of the group’s 8 components, 3 were subject to full scope audits for group purposes. The components not subject to full scope audits contained only balances that eliminated on consolidation, or specific 32 THOR MINING PLC balances material to the financial statements were audited for group purposes where necessary. The parent company was audited separately to the materiality level noted above. All work with respect to the components has been performed 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 and other members of the audit team 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 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. Key Audit Matter How our scope addressed this matter Valuation of intangible fixed assets (refer to Note 7) The group holds exploration and evaluation assets with a carrying value of £12.3m which relates to the Molyhill Mine and Bonya tenements in the Northern Territory of Australia and the Ragged Range Pilbara Project in Western Australia. 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. As a result, there is a risk that the valuation of intangible fixed assets is materially incorrect. Valuation of parent company’s net investment in subsidiaries (refer Note 8a) The carrying value of the net investment in subsidiaries is £0.3m and is ultimately dependent on the value of the underlying assets. Many of the 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 for 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 for accuracy and that they are in accordance with IFRS disclosure requirements. Our work included: • Reviewing the impairment indicators listed in IFRS 6 including specific consideration regarding the renewal of the exploration licenses; 33 • 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 THOR MINING PLC 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. As a result, there is a risk that the valuation of the net asset investments is materially incorrect. 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 contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • • the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and the parent company and 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. 34 THOR MINING PLC 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 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: • We obtained an understanding of the group and parent company and the sector in which they operate to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management and our experience of the resource exploration sector. • We determined the principal laws and regulations relevant to the parent company and group in this regard to be those arising from: o Companies Act 2006; o AIM, ASX & OTCQB listing rules; o ASX corporate governance principles; o Local laws and regulations in UK, Australia and USA where the group operates; and • We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the group and parent company with those laws and regulations. These procedures included, but were not limited to: o Enquires of management o Review of Board minutes o Review of legal expenses o Review of RNS announcements • We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that there is a potential for management bias in relation to the going concern of the group and the parent company and as noted above, we addressed this by challenging the assumptions and judgements made by management when auditing that significant accounting estimate. • As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. 35 THOR MINING PLC • There was regular interaction with the component auditors during all stages of the audit, including procedures designed to identify non-compliance with laws and regulations, including fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: 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 30 September 2022 15 Westferry Circus Canary Wharf London E14 4HD 36 THOR MINING PLC Statements of Comprehensive Income for the year ended 30 June 2022 Note Consolidated £'000 2022 £'000 2021 Company £'000 2022 £'000 2021 Administrative expenses Corporate expenses Share based payments expense Realised gain/(loss) 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 Share of profit of associate, accounted for using the equity method Fair value decrement on financial assets FVTPL Profit on sale of assets Loss on the 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 (112) (624) (285) 77 (27) - - - (971) - (2) - (542) 202 (11) 71 (1,253) - (94) (635) (126) (2) (81) - - (1,450) (2,388) - (1) 22 - 222 - 41 (2,104) - 7 3 8d 8c 7a 8e 5 (229) (283) (285) 80 - (165) (295) (126) (5) - 434 (1,565) (850) - (3,006) - - (116) - (399) - - - (542) 50 (11) 41 (861) - - - 222 - - (2,784) - (1,253) (2,104) (861) (2,784) 418 (570) 418 (570) - - - - (835) (2,674) (861) (2,784) Basic & diluted loss per share attributable to the equity holders 6 (0.06)p (0.14)p The accompanying notes form an integral part of these financial statements. 37 THOR MINING PLC Statements of Financial Position at 30 June 2022 Co No: 05276414 Note Consolidated £'000 2022 £'000 2021 Company £'000 2022 £'000 2021 ASSETS Non-current assets Intangible assets - deferred exploration costs Assets held for sale Investment in subsidiaries Loans to subsidiaries Financial assets at fair value through profit or loss Investments accounted for using the equity method Deposits 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 7a 8a 8b 8c 8d 9 10 11 17 12 13 14 14 15 16 12,329 - - - 10,120 1,050 - - - - 318 12,650 - - 448 11,252 395 - 395 - 589 68 - 62 13,443 1,173 236 1,409 14,852 564 41 10 7 - - - - 11,792 13,363 783 60 843 1,096 11 1,107 12,635 14,470 - - - - 11,700 663 22 685 12,385 (397) (32) - (429) (306) (10) (10) (326) (30) - - (30) (33) - - (33) - - - - - - - - (429) (326) (30) (33) 14,423 12,309 14,440 12,352 3,773 3,812 26,632 2,092 405 866 3,773 24,379 - 405 314 (19,384) (18,236) (17,275) (16,519) 3,812 24,379 26,632 - 405 866 1,674 405 314 Total shareholders equity 14,423 12,309 14,440 12,352 The accompanying notes form part of these financial statements. These Financial Statements were approved by the Board of Directors on 30 September 2022 and were signed on its behalf by: Alastair Clayton Non-Executive Chairman Ray Ridge Chief Financial Officer 38 THOR MINING PLC Statements of Cash Flows for the year ended 30 June 2022 Consolidated Company Note £'000 2022 £'000 2021 £'000 2022 £'000 2021 Cash flows from operating activities Operating Loss Sundry income Decrease/(increase) in trade and other receivables (Decrease)/increase in trade and other payables Depreciation Write off/Impairment of exploration assets Impairment subsidiary loans Impairment investments in subsidiaries Share based payment expense Exclusivity fee received in shares Directors Fees settled by share issue (971) (2,388) (399) (3,045) 71 (26) 10 15 - - - 285 (10) - 41 4 (51) 38 1,450 - - 126 - 23 32 11 (4) - - - 27 - - - (434) 1,604 116 285 - - 850 126 - - Net cash outflow from operating activities (626) (757) (393) (438) Cash flows from investing activities Interest paid R&D Grants for exploration expenditure Payments for exploration expenditure Payments for bonds Investment in associated entity Purchase of property, plant & equipment Proceeds from sale of assets Proceeds from the sale of investments (2) 216 (1) 98 (1,634) (706) (25) - - (170) (60) 135 58 (8) 222 - Net cash in/(out)flow from investing activities (1,312) (565) - - - - - - - - - - - - 135 58 193 222 - 222 Cash flows from financing activities Finance lease repaid Loans to controlled entities Net issue of ordinary share capital Net cash inflow from financing activities (10) (30) - - - 2,334 2,324 - (1,701) (1,252) 1,902 2,334 1,902 1,872 633 650 Net increase in cash and cash equivalents Exchange gain on cash and cash equivalents Cash and cash equivalents at beginning of period 386 4 783 Cash and cash equivalents at end of period 1,173 550 - 233 783 433 - 663 1,096 434 - 229 663 Major non-cash transactions The Company has issued shares with a value of £128,000 and share options with a value of £202,000 as consideration for completion of the Stage 1 earn-in to acquire an interest in the oxide mineral rights from Spencer Metals Pty Ltd (Spencer). 39 THOR MINING PLC Statements of Changes in Equity For the year ended 30 June 2022 Consolidated Issued share capital £'000 Share premium £'000 Retained losses £'000 Foreign Currency Translation Reserve £'000 Merger Reserve £'000 Share Based Payment Reserve £'000 Total £'000 - - - Balance at 1 July 2020 3,733 22,288 (16,339) Loss for the period (2,104) 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 2021 - - 207 - 3,773 24,379 (18,236) 2,337 (246) - - 40 - - (2,104) - - - - - - - Balance at 1 July 2021 3,773 24,379 (18,236) (1,253) 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 2022 - - 105 - 3,812 26,632 (19,384) 2,536 (283) - - 39 - - - (1,253) - - - - Company - - Balance at 1 July 2020 3,733 22,288 (13,942) Loss for the period (2,784) 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 2021 - - 207 - 3,773 24,379 (16,519) 2,337 (246) - - 40 - - - (2,784) - - Balance at 1 July 2021 3,773 24,379 (16,519) Loss for the period (861) 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 2022 - - 105 - 3,812 26,632 (17,275) 2,536 (283) - - 39 - - - (861) 40 2,244 - 405 - 275 12,606 - (2,104) (570) (570) - - - - 1,674 1,674 - 418 418 - - - - 2,092 - - - - - - - - - - - - - - - - - - - - - 405 405 - - - - - - - 405 405 - - (570) - (2,674) 2,377 - (246) - - (207) 246 246 314 12,309 314 12,309 - (1,253) - - 418 (835) 2,575 (283) - - (105) 657 657 866 14,423 275 12,759 - (2,784) - - (2,784) - - - - 405 405 - - - - 405 2,377 - (246) - - (207) 246 246 314 12,352 314 12,352 (861) (861) 2,575 - (283) - - (105) 657 657 866 14,440 THOR MINING PLC Notes to the Accounts for the year ended 30 June 2022 1 Principal accounting policies a) Authorisation of financial statements The Group financial statements of Thor Mining PLC for the year ended 30 June 2022 were authorised for issue by the Board on 30 September 2022 and the Statements of Financial Position signed on the Board's behalf by Alastair Clayton and Ray Ridge. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange, on the Australian Securities Exchange and on the OTCQB market in the United States. b) Statement of compliance with IFRS The Consolidated Financial Statements of Thor Mining Plc (the “Group”) have been prepared in accordance with UK-adopted International Accounting Standards (“IAS”) in conformity with the requirements of the Companies Act 2006. These accounting policies comply with each IAS that is mandatory for accounting periods ending on 30 June 2022. 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 £1,253,000 during the period ended 30 June 2022, and had a net cash outflow of £1,938,000 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 2023, 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) need to be raised, 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 where the acquisition meets the definition of a business combination under IFRS 3. 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. 41 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 and other grants are treated as an offset or reduction of the deferred exploration costs. The amounts received in the year ended 30 June 2022 was A$406,000 (£216,000) (30 June 2021 was A$171,000 (£98,000)). 42 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. The Group’s financial liabilities include trade and other payables. Subsequent measurement The measurement of financial liabilities depends on their classification, as described below: Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income. Trade and other payables 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. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other comprehensive income. Derecognition A financial liability is derecognised when the associated obligation is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit or loss and other comprehensive income. Liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit and loss or other liabilities, as appropriate. A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised cost. 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. 43 THOR MINING PLC 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. 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. 44 THOR MINING PLC m) Fair value measurement IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: o o In the principal market for the asset or liability; or In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above. 45 THOR MINING PLC n) Financial assets (i) Classification The Group classifies its financial assets at amortised cost and at fair value through the profit or loss. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. (ii) Recognition and measurement Amortised cost Regular purchases and sales of financial assets are recognised on the trade date at cost – the date on which the Group commits to purchasing or selling the asset. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of ownership. Fair value through the profit or loss Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL.The Group holds equity instruments that are classified as FVTPL as these were acquired principally for the purpose of selling in the near term. Financial assets at FTVPL, are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. Fair value is determined by using market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the ‘fair value hierarchy’): - Level 1: Quoted prices in active markets for identical items (unadjusted) - Level 2: Observable direct or indirect inputs other than Level 1 inputs - Level 3: Unobservable inputs (i.e. not derived from market data). The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur. The Group measures its investments in quoted shares using the quoted market price. (iii) Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. (iv) Derecognition The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial asset measured at FVTPL. 46 THOR MINING PLC o) 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. p) Merger reserve The difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange have been credited to a merger reserve account, in accordance with the merger relief provisions of the Companies Act 2006 and accordingly no share premium for such transactions is set-up. Where the assets acquired are impaired, the merger reserve value is reversed to retained earnings to the extent of the impairment. q) Property, plant and equipment Plant and equipment 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. r) Impairment of assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount. 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. 47 THOR MINING PLC That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at its revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. s) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Income Statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. t) Loss per share Basic loss per share is calculated as loss for the financial year attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted loss per share is calculated as loss for the financial year attributable to members of the parent, adjusted for: • • • costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. u) Share based payments reserve This reserve is used to record the value of equity benefits provided to employees, consultants and directors as part of their remuneration and provided to consultants and advisors hired by the Group from time to time as part of the consideration paid. The reserve is reduced by the value of equity benefits which have lapsed during the year. v) Foreign currency translation reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. w) Lease accounting 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. 48 THOR MINING PLC Lease payments included in the measurement of the lease liability are as follows: • fixed lease payments less any lease incentives; • 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’s weighted average incremental borrowing rate applied to the lease liabilities is 4.58%. 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. x) Held for sale assets Non-current assets classified as held for sale are presented separately and measured at the lower of their carrying amounts immediately prior to their classification as held for sale and their fair value less costs to sell. However, some held for sale assets such as financial assets or deferred tax assets, continue to be measured in accordance with the Group’s relevant accounting policy for those assets. Once classified as held for sale, the assets are not subject to depreciation or amortisation. Any profit or loss arising from the sale of a discontinued operation or its remeasurement to fair value less costs to sell is presented as part of a single line item, profit or loss from discontinued operations. y) New standards, amendments and interpretations not yet adopted At the date on which these Financial Statements were authorised, there were no Standards, Interpretations and Amendments which had been issued but were not effective for the year ended 30 June 2022 that are expected to materially impact the Group’s Financial Statements. z) 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 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. 49 THOR MINING PLC 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) The group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of exploration and evaluation assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. The group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the Directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded. • Share based payment transactions The Group awards options and warrants over its unissued share capital to certain Directors as part of their remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and suppliers for various services received. The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 16. • Impairment of investments The company assesses impairment of each investment with respect to the net asset position of each investment. Any impairment charge recorded does not automatically indicate that the underlying assets of the Group need to be impaired as well. Exploration assets are tested separately as part of Note 7. 50 THOR MINING PLC 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 2022 Revenue Sundry Income & Equity Accounting Profit/(loss) on sale investments 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 71 202 (695) (422) - (422) - - - - 71 202 (800) (31) (1,526) (800) - (800) (31) - (31) (1,253) - (1,253) - 13,745 1,107 1,107 - 13,745 - (27) (27) (402) - (402) - - - - - - - 13,745 1,107 14,852 (402) (27) (429) 14,423 Net Assets 1,080 13,343 51 THOR MINING PLC 2. Revenue and segmental analysis – Group (continued) Year ended 30 June 2021 Revenue Sundry Income & Equity Accounting Profit/(loss) on sale investments 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 Net Assets 3. Expenses by nature £'000 Head office/ Unallocated £'000 £'000 £'000 Australia United States Consolidated 63 222 (650) (365) - (365) - 685 685 - (33) (33) - - - - 63 222 (303) (1,436) (2,389) (303) - (303) 10,900 - 10,900 (293) - (293) (1,436) (2,104) - - (1,436) (2,104) 1,050 - 11,950 685 1,050 12,635 - - - (293) (33) (326) 652 10,607 1,050 12,309 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 Listing costs (ASX, AIM, registry, investor relations) 2022 £’000 2021 £’000 15 45 - 237 346 (343) 38 35 - 360 248 (199) 343 320 Legal costs Auditors’ remuneration for audit services above includes £34,376 (2021: £28,200) to PKF Littlejohn for the audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was £10,637 (2021: £11,788). 33 20 52 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 Ms Nicole Galloway Warland, provides for annual fees of Australian dollars $40,000 for services as Directors. This annual fee increased to $50,000 from 1 October 2020. In the case of Australian base Directors this annual fee is inclusive of 10.0% (10.50% from 1 July 2022) as a company contribution to Australian statutory superannuation schemes. The agreement allows for any services supplied by any Directors, other than Ms Nicole Galloway Warland, to the Company and any of its subsidiaries in excess of two days in any calendar month, can be invoiced to the Company at market rate, currently at A$1,000 per day, other than Mr Michael Billing whose rate was A$1,200 per day. Ms Galloway Warland receives an annual full-time salary of $220,000 plus $22,000 in superannuation benefits in her role as Managing Director. Ms Galloway Warland does not receive additional remuneration as a Director. (a) Details of Key Management Personnel (KMP) during the year ended 30 June 2022 (i) Chairman Alastair Clayton Michael Billing (ii) Directors Non-executive Chairman (Appointed 5 October 2021) Executive Chairman and Chief Executive Officer (Retired as CEO 21 April 2021, and retired as a Director 3 September 2021) Nicole Galloway Warland Mark McGeough Mark Potter Managing Director Non-Executive Director Non-Executive Director (Resigned 30 June 2022) (iii) Executives 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. 53 THOR MINING PLC 30 June 2022 Directors: 1 Alastair Clayton 2 Mark Potter 3 Nicole Galloway Warland 4 Mark McGeough Michael Billing 5 Key Personnel: 1 Ray Ridge Paid/Payable in cash £’000 Shares £’000 Total Salary & Fees Options 6 Total £’000 £’000 £’000 21 29 140 27 20 46 - - - - - - 21 29 140 27 20 46 52 52 79 52 - 73 81 219 79 20 6 52 1 As at 30 June 2022 amounts of £7,089, £7,089 and £5,257 remained unpaid to Messrs Clayton, McGeough and Ridge respectively. 2 Appointed 5 October 2021. 3 Resigned 30 June 2022. 4 Short term benefits in the table above for Ms Galloway Warland include normal salary of £120,010, a bonus of £6,546, approved by the Board, as well as postemployment superannuation of £12,656. 5 Retired 3 September 2021. 6 Following shareholder approval, 8,000,000 listed options were granted to each of Messrs Clayton, Potter and McGeough and 12,000,000 to Ms Galloway Warland on 22 November 2021 (exercise price $0.013, expiring 22 November 2025). These options were valued at £0.00656 per option using the Black-Scholes method. On 17 May 2022, 2,400,000 unlisted options were granted to Mr Ridge under the Company’s Employee Share Option Plan (exercise price $0.025, expiring 12 May 2025). These options were valued at £0.00630 per option using the Black-Scholes method. 800,000 vest immediately and were expensed. 800,000 vest 12 May 2023 and 800,000 vest 12 May 2024 – these options are expensed over their vesting periods. 30 June 2021 Directors: 1 Paid/Payable in cash £’000 Shares 4 £’000 Total Salary & Fees Options 5 Total £’000 £’000 £’000 Mark Potter Nicole Galloway Warland 3 Mark McGeough Michael Billing Richard Bradey 2 Key Personnel: 1 Ray Ridge 24 90 19 121 82 50 12 - 6 6 - - 36 90 25 127 82 50 14 20 - 14 14 50 110 25 141 96 13 63 1 As at 30 June 2021 amounts of £94,328, £6786, £6786 and £7,203, remained unpaid to Messrs Billing, Potter, McGeough and Ridge respectively. 2 Retired 29 October 2020. 3 Appointed as Exploration Manager on 1 October 2020 and appointed Managing Director 21 April 2021. Remuneration in the above table for Ms Galloway Warland includes the period as Exploration Manager and Managing Director, as both are considered KMP roles. 4 Messrs Billing and McGeough elected to receive 50% of their gross directors’ fees for the 6 months to 31 December 2020 by Thor shares in lieu of cash payment. Mr Potter elected to receive 100% of his directors’ fees for the 6 months to 31 December 2020 by Thor shares in lieu of cash payment. Following shareholder approval on 25 November 2020, 661,765 ordinary shares were issued on 27 November 2020, to each of Messrs Billing and McGeough in lieu of $11,250 in directors fees owing to each and 1,323,529 ordinary shares were issued to Potter in lieu of $22,500 in directors fees owing. 5 Following shareholder approval, 8,000,000 unlisted Options were granted to each of Messrs Potter, Billing and Bradey on 8 July 2020 (exercise price $0.0095, expiring 8 July 2023). These options were valued at £0.00172 per option using the Black-Scholes method. Unlisted options were granted under the Company’s 54 THOR MINING PLC Employee Share Option Plan on 29 September 2020 to Ms Galloway Warland (4,000,000 options) and Mr Ridge (2,500,000 options). These options were valued at £0.00509 per option using the Black-Scholes method. (c) Compensation by category Group Key Management Personnel Short-term (cash) Short-term (shares) Share Option charges Post-employment 2022 £’000 267 - 241 16 524 2021 £’000 371 24 75 15 485 (d) Equity and rights over equity instruments granted as remuneration Following shareholder approval, 8,000,000 listed options were granted to each of Messrs Clayton, Potter and McGeough and 12,000,000 to Ms Galloway Warland on 22 November 2021 (exercise price $0.013, expiring 22 November 2025). These options were valued at £0.00656 per option using the Black-Scholes method. On 17 May 2022, 2,400,000 unlisted options were granted to Mr Ridge under the Company’s Employee Share Option Plan. These options were valued at £0.00630 per option using the Black- Scholes method. 800,000 vest immediately and were expensed. 800,000 vest 12 May 2023 and 800,000 vest 12 May 2024 – these options are expensed over their vesting periods. (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 30/6/21 or appointment date Options Granted (Note A) Options Granted (Note B) Held at 30/6/22 or retirement date Vested and exercisable at 30/6/22 Alastair Clayton Nicole Galloway Warland Mark Potter Mark McGeough Michael Billing Ray Ridge Notes: 4,000,000 12,000,000 - 8,000,000 - 9,250,000 2,500,000 8,000,000 8,000,000 - - - - - - - 2,400,000 16,000,000 16,000,000 16,000,000 16,000,000 8,000,000 9,250,000 4,900,000 8,000,000 9,250,000 3,300,000 A. Options granted to Directors on 22 November 2021. B. Options issued under the Company’s Employee Share Option Plan on 17 May 2022. Key Management Personnel Michael Billing Nicole Galloway Warland Mark Potter Mark McGeough Held at 30/6/20 or appointment date Options Granted (Note A) Options Granted (Note B) Options Granted (Note C) Options Lapsed Options Exercised (Note D) Held at 30/6/21 or retirement date Vested and exercisable at 30/6/21 4,500,000 8,000,000 2,250,000 - (4,500,000) (1,000,000) 9,250,000 9,250,000 - - - 4,000,000 - 8,000,000 - - - 416,667 - - - - - - - - - - 4,000,000 4,000,000 8,000,000 8,000,000 (416,667) - - - 17,000,000 17,000,000 - 2,500,000 2,500,000 Richard Bradey 8,000,000 8,000,000 1,000,000 Ray Ridge - - - 2,500,000 55 THOR MINING PLC Notes: A. Options granted to Directors on 8 July 2020. B. Options granted as participation in capital raisings on the same terms as external placees. 1,000,000 listed options to Mr Billing and 1,000,000 listed options to Mr Bradey on 8 July 2020. 1,250,000 unlisted options to Mr Billing and 416,667 unlisted options to Mr McGeough on 23 October 2020. C. Options issued under the Company’s Employee Share Option Plan on 29 September 2020. D. Mr Billing exercised 1,000,000 listed options on 28 May 2021. Mr McGeough exercised 416,667 listed options on 2 December 2020. The exercise price of both options was £0.01 per share. (f) Other transactions and balances with related parties Specified Directors Transaction Note Michael Billing Mark Potter Consulting Fees Consulting Fees (i) (ii) 2022 £’000 13 - 2021 £’000 101 10 (i) (ii) The Group used the consulting services of MBB Trading Pty Ltd a company of which Mr Michael Billing is a shareholder and Director. Services were provided as Executive Chairman. In the year ended 30 June 2021, Mark Potter provided additional consulting fees through Kiran Capital. Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms. These amounts paid to related parties of Directors are included as Salary & Fees in Note 4(b). 5. Taxation - Group Analysis of charge in year Tax on profit on ordinary activities Factors affecting tax charge for year 2022 £’000 2021 £’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 2022 £’000 2021 £’000 (1,253) (2,104) 19.0% 24.4% Loss on ordinary activities multiplied by the standard rate of corporation tax (238) (513) Effects of: Future tax benefit not brought to account Current tax charge for year 238 - 513 - 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. 56 THOR MINING PLC 6. Loss per share Loss for the year (£ 000’s) 2022 (1,253) 2021 (2,104) Weighted average number of Ordinary shares in issue 2,014,341,411 1,497,215,458 Loss per share (pence) – basic (0.06)p (0.14)p The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue. As the inclusions of the potential Ordinary Shares would result in a decrease in the loss per share they are considered to be anti-dilutive and as such not included. Intangible fixed assets – Group 7. Deferred exploration costs Cost At 1 July Exploration expenditure Acquisitions 1 Exchange gain/(loss) Exploration written off Transfers to held for sale assets (note 7a) At 30 June £'000 2022 £'000 2021 10,120 1,354 330 525 - - 12,329 12,252 612 310 (554) (1,450) (1,050) 10,120 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; • 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 2022, this impairment assessment resulted in an impairment expense of Nil (2021: Nil), and Nil in deferred exploration costs written off (2021: $1,450,000). 1 Acquisitions During the year ended 30 June 2022, the Group paid consideration of £330,000 for completion of the Stage 1 earn-in under the binding term sheet for Thor to acquire an interest in the oxide mineral rights from Spencer Metals Pty Ltd (Spencer) over the Alford East copper-gold project, located on the Yorke Peninsula, South Australia. Under the term sheet, Thor is to acquire an interest of 80% directly in the project, over two stages: Stage 1: Thor has earned a 51% interest by funding A$500,000 expenditure over the 2 years to 11 November 2022, with the £330,000 consideration comprising: • £128,000 fair value of 15,625,000 Thor Ordinary Shares issued on 26 November 2021. The fair value was based on the closing price of Thor Ordinary Shares of £0.0082 (0.82 pence) on the AIM market of the London Stock Exchange on 10 November 2021 (being the day prior to shareholder approval of the issuance of the Ordinary Shares); and 57 THOR MINING PLC • £202,000 fair value of 31,250,000 unlisted options to acquire Thor Ordinary Shares at an exercise price of A$0.03 (3 cents) at any time through to the expiry date of 25 November 2026. The fair value was estimated using a Black Scholes model (refer Note 8). Stage 2: Thor may earn a further 29% interest (80% in total) by funding an additional A$750,000 of expenditure over a subsequent 2 years to 11 November 2024 and for additional consideration of A$250,000 in fully paid Thor shares, issued at the 5 day ASX VWAP on the date immediately prior to allotment and two free attaching options per share issued, exercisable at $0.03 within years from the date of issue (stage 2 expenditure). If Thor does not proceed with the Stage 2 earn-in, then its interest in the project is relinquished in full. Upon Thor completing the acquisition of an 80% interest in the project, Spencer will hold a free carried 20% interest in the project, until a decision to mine. The parties have agreed to use reasonable commercial endeavours to negotiate and execute a formal Joint Venture agreement for the development and operation of a mine and associated facilities within 60 days from the end of Stage 2. The Directors have concluded that the transaction was an asset acquisition and not a business combination. The fair value adjustment to the deemed exploration intangible assets of £330,000 represents over the excess of the net assets acquired of £Nil. 7a. Held for sale assets Opening Balance Transfers from exploration and evaluation assets Asset divested £'000 2022 1,050 £'000 2021 - - 1,050 (1,050) - - 1,050 On 31 August 2021, Thor Mining Plc announced the execution of an Option Agreement with AIM listed Power Metal Resources Plc (AIM: POW) (“Power Metal”), for the divestment of Thor’s Pilot Mountain Tungsten Project in Nevada in line with their focus on core copper and gold projects. Accordingly, the carrying value of the investment at 30 June 2021 was reclassified in the Statement of Financial Position from ‘Intangible assets - deferred exploration costs; to ‘Held for sale assets’. Thor received an exclusivity fee of 500,000 Power Metal Ordinary Shares with an estimated fair value of £9,750. The divestment was successfully completed on 29 October 2021 with consideration of £1,024,000 received by Thor, comprising: • £85,000 in cash (being US$115,000 at the exchange rate on 29 October 2021 of 0.7389); and • £939,000 fair value of 48,118,920 Ordinary Shares in Power Metal. The fair value was determined by the closing price of £0.0195 for Power Metal Ordinary Shares on the London Stock Exchange on 31 August 2021 (being the day prior to execution of the Option Agreement). As part of the divestment Thor was also entitled to receive a milestone payment of US$500,000, payable in Power Metal Ordinary Shares, if Golden Metal publishes a JORC or 43-101 compliant resource at Pilot Mountain increasing the existing declared levels by 25% across the total indicated and inferred categories, within two years. In January 2022, Thor agreed to relinquish this milestone entitlement in return for consideration of £107,000, comprising £50,000 in cash and 4,000,000 Ordinary Shares in Power Metal (estimated fair value of the POW Shares was £57,000 based on the closing price of Power Metal Ordinary Shares on the London Stock Exchange of £0.0143 (1.43 pence) on 21 January 2022, being the last trading day prior to execution of the variation agreement). The total consideration of £1,131,000, resulted in a gain of £81,000 compared to the book value of £1,050,000. The gain was recognised as a (£121,000) loss through Other Comprehensive Income as a reversal of the foreign currency translation reserve and a £202,000 gain through the Profit or Loss. 58 THOR MINING PLC In addition, Power Metal granted Thor 12.5 million unlisted warrants to subscribe for Power Metal Ordinary Shares with an exercise price of £0.04 (4 pence) per Ordinary Share at any time through to the expiry date of 29 October 2024, subject to an acceleration clause if the Power Metal Ordinary Share price is above £0.10 (10 pence) for five consecutive days. Any warrants exercised by 29 October 2022 receive replacement warrants with an exercise price at £0.08 (8 pence) for a further 3 years to the expiry date. These options have not been recognised in the financial statements. In the prior year ended 30 June 2021, Thor divested its Spring Hill gold project royalty entitlement to AIM quoted Trident Royalties Plc (Trident), for total consideration of A$1.0 as follows: • A$400,000 (£222,000) cash which has been received and recognised as consideration during • the year ended 30 June 2021; the remaining $600,000 (approximately £333,000) is linked to production milestones and will be recognised in Thor’s financial statements as and when received; o First production milestone payment of A$300,000 upon cumulative sales reaching 25,000 ounces of gold; o Second production milestone payment of A$300,000 upon cumulative sakes reaching 50,000 ounces of gold. The two milestone payments above may, at the election of Trident, be made via the issue to Thor of Trident ordinary shares at an issue price equivalent to the volume weighted average price of Trident shares on the AIM Market over the 5 business days prior to Trident’s election to make such payment in shares. Any Trident shares issued will not be subject to a minimum hold period. 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 Hamersley Metals Pty Ltd 2 Pilbara Goldfields Pty Ltd 3 EnviroCopper Limited 4 American Vanadium Pty Ltd 5 Standard Minerals Inc 6 Cisco Minerals Inc 7 Country of registration or incorporation Australia Australia Australia Australia Australia Australia United States United States Shares held Class Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary % 100 100 100 100 30 100 100 100 The registered office for each of the above companies incorporated in Australia is 58 Galway Avenue, Marleston, South Australia 5033. The registered office of Standard Minerals Inc and Cisco Minerals Inc is 3500 Washington Avenue, Ste 200, Houston, TX 77007, United States. 1 Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at the Molyhil project in the Northern Territory of Australia. 2 Hamersley Metals Pty Ltd was acquired on 27 March 2019. The company holds tenements in the Northern Territory of Australia. 3 Pilbara Goldfields Pty Ltd was acquired on 27 March 2019. The company holds a number of exploration tenements, in Western Australia. 4 EnviroCopper Ltd. On the 11 November 2020, the Company announced that it had increased its investment in ECR through the payment of A$300,000 (£170,000) to increase its ownership interest to 30% and continues to be accounted for using the equity method. 5 American Vanadium Pty Ltd (AV) was acquired on the 15th September 2020. AVU holds 100% interest in two US subsidiaries Standard Minerals Inc and Cisco Minerals Inc. As part of AVU acquisition agreement, two further payments are required through the issue of up to 84 million Ordinary Shares in Thor at an agreed price of A$0.006 per Ordinary Share, subject to the achievement of the following project milestones: • A$252,000 through the issue of 42,000,000 Ordinary Shares on drilling ore grade intercepts from at least three holes from any deposits within the licences, at a product of grade and thickness of >= 0.4% U3O8, or equivalent. For example, 4 million tonnes@ 1,000ppm U3O8 or 1 million tonnes @ 4,000ppm U3O8. • A$252,000 through the issue of 42,000,000 Ordinary Shares on reporting a mineral resource in either the inferred, indicated or measured category (reported in accordance with the JORC Code, 2012 Edition) of, or equivalent* to 5 million tonnes @ >= 0.1% U3O8, or 1.0% V2O5, or 59 THOR MINING PLC equivalent. These milestones have yet to be achieved and have been excluded from any investment value of American Vanadium. 6 Standard Minerals Inc is a 100% owned subsidiary of AV and holds 199 claims in the US State of Colorado. 7 Cisco Minerals Inc is a 100% owned subsidiary of AV and holds 100 claims in the US State of Utah. With the exception of EnviroCopper Limited, Ms Galloway Warland and Mr McGeough are Directors of each of the above companies and Mr Billing retired as a Director on 3 September 2021. Mr McGeough is a Director of EnviroCopper Limited. Consolidated Company £'000 2022 £'000 2021 £'000 £'000 2022 2021 (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 Less: Impairment provision against investment Hamersley Metals Less: Impairment provision against investment Pilbara Goldfields Less: Impairment provision against investment American Vanadium Less: Impairment provision against investment (b) 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 Less: Impairment provision against loan Hamersley Metals Less: Impairment provision against loan Pilbara Goldfields American Vanadium - - - - - - - - - - - - - - - - - - - - - - - - - - - - 700 700 (700) (700) 1,277 1,277 - (1,277) (1,277) - - - - - - - - - - - 688 (673) 170 170 (170) (170) 349 349 (124) 141 (48) - 140 (56) 318 448 - 11,221 10,813 - (1,648) (2,060) - 2,582 2,098 - (1,306) (1,324) - - - - - - - - - 1,035 1,204 - (1,204) 10 (10) 1,608 193 15 (14) 616 73 - 12,650 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. 60 THOR MINING PLC (c) Financial assets at fair value through profit or loss: Investment in Power Metal Resources Plc Consolidated Company £'000 £'000 £'000 2022 2021 2022 £'000 2021 395 395 - - 395 395 - - The initial investment comprised 48,618,920 Power Metal Resources Plc Ordinary shares (POW Shares) being the 500,000 POW Shares received as part of the exclusivity fee under the Option Agreement for the sale of the Pilot Mountain project and 48,118,920 POW Shares received upon completion of the divestment on 29 October 2021. (Refer Note 7a) Owing to its listing on the London Stock Exchange, Power Metal Resources Plc is categorised as a Level 1 investment within the fair value hierarchy in IFRS 13. The 48,618,920 POW shares were initially recognised at £948,000 being valued at the closing price of £0.0195 for POW Shares on the London Stock Exchange on 31 August 2021 (being the day prior to execution of the Option Agreement). The POW Shares were then revalued to fair value at 31 December 2021 of £744,000, based on the closing price of £0.0153 for Power Metal Ordinary Shares on that date. The revaluation decrement of (£204,000) was recognised as a fair value adjustment through the Company’s Profit or Loss (FVTPL). A further 4,000,000 POW Shares were received (along with £50,000 cash) for relinquishing a milestone entitlement that had been part of the Pilot Mountain Sale Agreement. The 4,000,000 POW Shares were recognised at fair value of £57,000 (refer Note 7a). 4,500,000 POW shares were sold on market (refer Note 8(e)). The remaining 48,118,920 POW Shares were revalued to fair value as of 30 June 2022 at £395,000, being revalued at LSE closing price of £0.0082 for POW Shares on that date. A further revaluation decrement of (£338,000) was recognised as a fair value adjustment through the Company’s Profit or Loss (FVTPL). The total revaluation decrement recognised at 31 December 2021 and 30 June 2022 was (£542,000). Of the 48,118,920 POW Shares held at 30 June 2022, 12,029,730 are freely tradeable with the remainder subject to a voluntary escrow. A further 12,029,730 becomes tradeable at each of the following dates: 31 July 2022, 31 October 2022 and 31 January 2023. (d) Investments accounted for using the equity method: A reconciliation of the carrying amount of the investments in the company is set out below: EnviroCopper Ltd Conversion of loan to equity Additional investment Initial cost of the equity accounted investment Share of profit of associate, accounted for using the equity method Share of foreign currency translation reserve 61 Consolidated Company £'000 £'000 £'000 2022 2021 2022 £'000 2021 391 170 561 21 7 589 391 170 561 22 (19) 564 - - - - - - - - - - - - THOR MINING PLC 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). Prior to 30 July 2020, Thor had been investing in EnviroCopper’s subsidiary ECR through convertible notes. On 30 July 2020, Thor announced the conversion of $700,000 (£391,000) of its convertible loan to a 25% interest in EnviroCopper Limited (ECL) and exercised its right to nominate a Board representative. Accordingly, the investment commenced accounted for using the equity method from the date of loan conversion to equity. On the 11 November 2020, the Company further announced that it had increased its investment in ECR through the payment of A$300,000 (£170,000) to increase its ownership interest to 30%. The tables below provide summarised audited consolidated financial information for EnviroCopper Limited and its wholly owned subsidiaries Environmental Copper Recovery SA Pty Ltd and Environmental Metals Recovery Pty Ltd. The information disclosed reflects the amounts presented in the financial statements of the relevant associate and not Thor’s share of those amounts. They have been amended to reflect adjustments made by Thor when using the equity method, including modifications for differences in accounting policies. Summarised financial information for EnviroCopper Ltd £'000 2022 £'000 2021 Summarised statement of financial position: ASSETS Current assets Cash and cash equivalents Other current assets Provision for income tax Total current assets Non current assets Plant and equipment Right-of-use assets Total non current assets TOTAL ASSETS LIABILITIES Current liabilities Trade and other payables Contract liabilities Current lease liabilities Total current liabilities Non current liabilities Deferred tax liability Non current lease liability Total non current liabilities TOTAL LIABILITIES NET ASSETS 155 102 89 346 32 19 51 397 12 - 11 23 27 8 35 58 339 648 13 133 794 31 28 59 853 66 434 10 510 - 18 18 528 325 62 THOR MINING PLC Summarised statement of comprehensive income: Total income Less expenses Net profit before tax Tax expense Net profit/(loss) after tax Thor’s Share of Net profit/(loss) 707 (606) 101 (102) (1) - 795 (602) 193 (122) 71 22 (e) Profit or loss on the sale of investments: 4,500,000 POW shares were sold on market for £0.013 per share for proceeds of £58,000 and a loss on sale of (£11,000) – for further details refer Note 8(c). 9. Deposits Deposits with banks and Government agencies Consolidated Company £'000 £'000 £'000 2022 2021 2022 £'000 2021 68 68 41 41 - - - - 10. Right of use asset The Company's Right of use assets relates to leased office space. The lease has been fully extinguished during the year and has not been renewed. 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 2022 £'000 2021 Company £'000 2022 £'000 2021 (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) 63 10 (10) - 10 - 70 (60) 10 41 - (10) (31) - - - 10 - - - - - - - - - - - - - - THOR MINING PLC (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 Short term lease expenses (10) - (24) (31) (1) - (iii) Total Full Year cash out flows for leases (10) (30) - - - - - - - - - 11. Property, plant and equipment Plant and Equipment: At cost Accumulated depreciation Total Property, Plant and Equipment Movements in Carrying Amounts Consolidated Company £'000 £'000 £'000 2022 2021 2022 £'000 2021 128 (66) 62 60 (53) 7 - - - - - - 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 Depreciation expense At 30 June 12. Trade receivables and other assets Current Trade and other receivables Prepayments 7 60 - (5) 62 7 8 - (8) 7 - - - - - - - - - - Consolidated Company £'000 £'000 2022 2021 £'000 2022 £'000 2021 196 40 236 36 24 60 9 2 11 22 - 22 At 30 June 2022 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 9. 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. 64 THOR MINING PLC 13. Current trade and other payables Trade payables Other payables Consolidated Company £'000 2022 £'000 £'000 2021 2022 £'000 2021 (332) (65) (397) (201) (105) (306) (14) (16) (30) (33) - (33) The carrying amounts of trade and other payables are denominated in the following currencies: UK Pounds Australian Dollars 14. Lease liability Lease Liability is represented by: Current Non Current Total Lease Liability 15. Issued share capital (30) (33) (30) (33) (367) (273) - - (397) (306) (30) (33) Consolidated Company £'000 2022 £'000 £'000 2021 2022 £'000 2021 - - - 10 - 10 - - - - - - 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) 2,014,341,411 Ordinary shares of £0.0001 each (2021: 982,870,766 ‘Deferred Shares’ of £0.0029 each, 7,928,958,500 ‘A Deferred Shares’ of £0.000096 each and 1,625,719,488 ordinary shares of £0.0001 each) 2022 £'000 2021 £'000 2,850 2,850 761 201 761 162 3,812 3,773 Movement in share capital Ordinary shares of £0.0001 Number £’000 Number £’000 2022 2021 At 1 July 1,625,719,488 3,773 1,224,996,863 3,733 Shares issued for cash 343,076,923 34 319,818,629 32 Shares issued in lieu of Directors fees Shares issued for acquisitions Shares issued to service providers Warrants Exercised At 30 June - 15,625,000 7,200,000 22,720,000 - 2 1 2 5,821,663 54,500,000 8,015,666 12,566,667 1 5 1 1 2,014,341,411 3,812 1,625,719,488 3,773 65 THOR MINING PLC Nominal Value (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. Warrants and Options on issue The following warrants (UK terminology) and options (Australian terminology) have been granted by the Company and have not been exercised as at 30 June 2022: Number 61,875,0004 26,500,0006 8,333,0008 5,000,00012 44,117,6489 20,280,0001 94,300,0002 16,000,0003 7,500,0005 4,000,0007 5,647,05810 2,433,52611 36,000,00013 31,250,00014 95,333,33315 95,333,33316 14,400,00017 53,846,15318 7,692,30819 Grant Date 28 Sep 2020 23 Oct 2020 20 Jan 2021 25 Jun 2021 27 Jan 2021 8 Jul 2020 8 Jul 2020 8 Jul 2020 29 Sep 2020 23 Oct 2020 27 Jan 2021 28 May 2021 22 Nov 2021 26 Nov 2021 22 Dec 2021 22 Dec 2021 17 May 2022 17 Aug 2021 20 Aug 2021 Expiry Date Exercise Price 28 Sep 2022 23 Oct 2022 10 Nov 2022 GBP£0.01 GBP£0.01 AUD$0.03 4 Dec 2022 USD$0.0175 27 Jan 2023 GBP£0.016 8 Jul 2023 8 Jul 2023 8 Jul 2023 AUD$0.01 AUD$0.01 AUD$0.0095 28 Sep 2023 AUD$0.026 23 Oct 2023 GBP£0.0054 27 Jan 2024 GBP£0.0085 4 Mar 2024 GBP£0.010273 22 Nov 2025 25 Nov 2026 20 Dec 2023 20 Dec 2023 12 May 2025 17 Aug 2023 17 Aug 2023 GBP£0.13 AUD$0.03 AUD$0.015 AUD$0.02 AUD$0.025 GBP£0.013 GBP£0.013 629,841,359 Total outstanding Share options (termed warrants in the UK) carry no rights to dividends and no voting rights. 1 ASX listed options granted to lead broker of a capital raise. 2 ASX listed options granted to investors as part of a capital raise. 3 Options were granted to Directors of the Company, as approved by shareholders. 4 Granted to investors as part of a capital raise 28 September 2020. 5 Options granted to employees under the terms of the company’s shareholder approved employees share option plan. 6 Granted to investors as part of a capital raise. 7 Granted to lead broker of a capital raise. 8 Options granted as part of the consideration for the acquisition of additional Ragged Range tenements. 9 Granted to investors as part of a capital raise. 66 THOR MINING PLC 10 Options granted to lead investor of placement. 11 Options granted to a service provider. 12 Options granted to a service provider. The Options vest at the rate of 1,000,000 per month commencing June 2021. 13 Options were granted to Directors of the Company, as approved by shareholders. 14 Options granted as part of the consideration for an acquisition. 15 Granted to investors as part of a capital raise. 16 Granted to investors as part of a capital raise. 17 Options granted to employees under the terms of the Company’s shareholder approved employees share option plan. 18 Granted to investors as part of a capital raise. 19 Granted to investors as part of a capital raise. 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 Exercised during the year Number of Warrants Weighted Average Exercise Price (GBP) 393,265,055 333,855,127 (74,558,823) (22,720,000) 0.0120 0.0111 0.0130 0.0056 Balance at the end of the year The options outstanding at 30 June 2022 had a weighted average remaining number of days until expiry of 370 (2021: 575 days). 629,841,359 0.0103 16. Share based payments reserve At 1 July Options exercised or lapsed Exercised 14,720,000 service provider options @ £ 0.00156 Exercised 8,000,000 options @ £0.001720 Lapsed 26,500,000 options @ £ 0.002582 Exercised 9,450,000 options @ £0.0013 Lapsed 10,000,000 @ £0.0098 Lapsed 5,000,000 @ £0.0034 Lapsed 15,000,000 @ £0.0053 Options expensed through the Statement of comprehensive income 36,000,000 options issued @ £0.00656 5,000,000 options to a service provider @ £0.003620 1 Issued 14,400,000 ESOP @ £0.006300 2 Issued 24,000,000 to Directors @ £0.00170 Issued 7,500,000 ESOP @ £0.0051 Issued 4,000,000 to service provider @ £0.0066 Issued 6,000,000 to a service provider @ £0.0036 Issued 2,433,526 to service a provider @ £0.0045 67 2022 2021 £’000 £’000 314 275 (23) (14) (68) - - - - - - - (12) (98) (17) (80) (105) (207) 236 9 40 - - - - - - - - 41 38 27 9 11 285 126 THOR MINING PLC Options recognised as capital raising costs Issued 22,000,000 to a service provider @ £ 0.00466 Issued 22,000,000 to a service provider @ £ 0.00306 Issued 5,647,058 to a service provider @ £0.0058 Issued 35,000,000 to a service provider @ £0.0016 Options issued for an acquisition 31,250,000 options issued @ £0.00646 Issued 8,333,000 for tenements acquired @ £0.0039 At 30 June 102 68 - - 170 202 - 202 866 32 55 87 33 33 314 1 In June 2021, 6,000,000 options were issued to a service provider. The options vested at 1,000,000 per month. The fair value of the options was being expensed over their vesting periods. 1,000,000 of the options were relinquished prior to vesting. 2 4,800,000 of 14,400,000 options valued at £0.006300; 9,600,000 options are to be expensed over their vesting period. 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 2022 or lapsed during the year ended 30 June 2022. (i) Options comprising the share-based payments reserve at 30 June 2022 20,280,000 granted to a broker on 8 July 2020 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 16,000,000 granted to directors 8 July 2020 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 68 0.00% £0.0035 A$0.010 93% 2.7% 3 yrs £0.0016 0.00% £0.0035 A$0.0095 93% 2.7% 3 yrs £0.0017 THOR MINING PLC 4,000,000 granted to a service provider 23 October 2020 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 7,500,000 granted ESOP 29 September 2020 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 8,333,000 granted for an acquisition 20 January 2021 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 granted to a service provider 25 June 2021 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 5,647,058 granted to service provider 27 January 2021 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 69 0.00% £0.0093 £0.0054 100% 0.13% 3 yrs £0.0066 0.00% £0.0095 A$0.0260 100% 0.17% 3 yrs £0.0051 0.00% £0.00998 A$0.030 108% 0.08% 1.72yrs £0.0039 0.00% £0.00925 USD$0.0175 102% 0.030% 1.5 yrs £0.0036 0.00% £0.00925 £0.0085 98% 0.110% 3yrs £0.0058 THOR MINING PLC 2,433,526 granted to service provider 28 May 2021 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 36,000,000 granted to Directors on 22 November 2021 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option Fair value expensed as a share-based payment 31,250,000 granted for acquisition 26 November 2021 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option Fair value capitalised as part of the cost of acquisition (refer Note 7) 22,000,000 granted to a service provider on 20 December 2021 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option Fair Value recognised as part of the cost of the capital raising. 22,000,000 granted to a service provider on 20 December 2021 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 70 0.00% £0.0083 £0.010273 96% 0.130% 3yrs £0.0045 0.00% £0.0087 £0.0130 126% 0.87% 4yrs £0.00656 0.00% A$0.015 A$0.030 126% 1.44% 5yrs £0.00646 0.00% A$0.015 A$0.02 126% 0.53% 2yrs £0.00466 0.00% A$0.015 A$0.015 98% 0.53% 1yr £0.00306 THOR MINING PLC 14,400,000 granted under an ESOP on 17 May 2022 Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 4,800,000 Options vested immediately and were fully expensed when granted. 4,800,000 Options vest 12 May 2023 and are being expensed over their vesting period. 4,800,000 Options vest 12 May 2024 and are being expensed over their vesting period. (ii) Options exercised or lapsed in the year ended 30 June 2022 26,500,000 lapsed (granted 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 14,720,000 exercised (granted to service provider on 8 July 2020) Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 8,000,000 exercised (granted to directors 8 July 2020) Dividend yield Underlying Security spot price Exercise price Standard deviation of returns Risk free rate Expiration period Black Scholes valuation per option 0.00% A$0.016 A$0.025 128% 2.51% 3yrs £0.0063 0.00% £0.0085 £0.013 60% 2.23% 3.16yrs £0.0026 0.00% £0.0035 A$0.010 93% 2.7% 3 yrs £0.0016 0.00% £0.0035 A$0.0095 93% 2.7% 3 yrs £0.0017 71 THOR MINING PLC 17. Analysis of changes in net cash and cash equivalents Cash at bank and in hand - Group 1 July 2021 Cash flows £’000 783 £’000 385 Non-cash changes £’000 5 30 June 2022 £’000 1,173 18. Contingent liabilities and commitments a) Exploration commitments Ongoing exploration expenditure is required to maintain title to the Group mineral exploration permits. The Group’s total annual exploration commitments, including rent, at 30 June 2022 were £293,000 (2021: £297,000). 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 2022, 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 2022 £’000 145 1,028 1,173 2021 £’000 663 120 783 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. For investments in listed shares, the fair values have been determined based on closing quoted bid prices at the end of the reporting period. 72 THOR MINING PLC For investments in unlisted shares, the fair values have been determined using the most recently observed purchase price. Investments held (refer to note 8) are classified as level 1 and level 3 assets on the fair-value hierarchy with regards to value. Financial assets measured at fair value: Investment in Power Metal Resources Plc (level 1) Financial assets not measured at fair value: Cash and cash equivalents Trade & other receivables Deposits supporting performance guarantees Financial liabilities: Trade and other payables 2022 Carrying Amount £’000 Fair Value £’000 2021 Carrying Amount £’000 Fair Value £’000 395 395 - - 1,173 1,173 236 68 236 68 783 60 41 783 60 41 397 397 306 306 The following table sets out the carrying amount, by maturity, of the financial instruments exposed to interest rate risk: 30-June 2022 - Group Financial Assets Fixed rate At call Account – AUD At call Account – STG Financial Liabilities Fixed Rate Interest bearing liabilities 30-June 2021 - Group Financial Assets Fixed rate At call Account – AUD At call Account – STG Financial Liabilities Fixed Rate Interest bearing liabilities Effective Interest Rate % Maturing >1 to <2 Years >2 to <5 Years Total £’000 £’000 £’000 < 1 year £’000 - - - - - - - - - - - - - - - - 1,028 145 1,173 - 120 663 783 - 0% 0.00% 0% 0.05% 1,028 145 1,173 - 120 663 783 - 73 THOR MINING PLC 20. Related party 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 2022, the estimated recoverable amount converted to £12,672 (refer Note 8(b)). Thor Mining PLC engages the services of Druces LLP Solicitors, a company in which Mr Stephen Ronaldson is a Partner. Mr Ronaldson is the UK based Company Secretary of Thor. During the year £26,066 was paid to Druces LLP Solicitors (2021: £16,402) on normal commercial terms. Transactions with Directors and Director related entities are disclosed in Note 4. 21. Subsequent events There were no material events arising subsequent to 30 June 2022 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. 74 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 29 September 2022) 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 203 123 36 1,221 1,343 2,926 The number of Australian shareholders (CDI holders) holding less than a marketable parcel is 921. The minimum parcel size is 50,000 CDIs. 75 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 Holders 3 - - 27 172 202 Number of Holders - - - - 73 73 Substantial holders as at 29 September 2022 There are no substantial holders at 29 September 2022. Twenty largest shareholders (Ordinary Shares and CDI’s) as at 29 September 2022 Name Number of shares held BARCLAYS DIRECT INVESTING NOMINEES LIMITED 125,641,430 Percentage of shares held 6.24% INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942> HARGREAVES LANSDOWN (NOMINEES) LIMITED HARGREAVES LANSDOWN (NOMINEES) LIMITED HSDL NOMINEES LIMITED HSDL NOMINEES LIMITED JIM NOMINEES LIMITED INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED MR AVDO TABAKOVIC MR MICHAEL ROBERT BILLING + MRS BRONWYN BILLING LAWSHARE NOMINEES LIMITED CITICORP NOMINEES PTY LIMITED MBB TRADING PTY LTD VIDACOS NOMINEES LIMITED HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED <731504> SPENCER METALS PTY LTD PAC PARTNERS SECURITIES PTY LTD IDEALING NOMINEES LIMITED TOTAL 97,420,083 4.84% 87,087,863 4.32% 82,825,501 56,851,948 40,122,234 37,643,697 35,126,990 22,447,526 20,557,991 20,000,000 19,172,826 17,078,655 16,882,574 16,404,471 16,389,150 16,042,858 15,625,000 15,317,600 14,522,207 4.11% 2.82% 1.99% 1.87% 1.74% 1.11% 1.02% 0.99% 0.96% 0.85% 0.84% 0.81% 0.81% 0.80% 0.78% 0.76% 0.72% 773,160,604 38.38% 76 THOR MINING PLC Twenty largest listed warrant/option holders as at 29 September 2022 THROA: Exercise price $0.01, expiry date 8 July 2023 Name Number of options held Percentage of options held VALAS INVESTMENTS PTY LTD 10,000,000 9,500,000 9,000,000 7,280,000 7,211,475 5,000,000 3,000,000 2,993,333 2,859,901 2,750,000 2,205,000 2,030,000 2,000,000 1,913,509 1,874,154 1,820,000 1,666,667 1,500,000 1,500,000 1,405,189 8.73% 8.29% 7.85% 6.35% 6.29% 4.36% 2.62% 2.61% 2.50% 2.40% 1.92% 1.77% 1.75% 1.67% 1.64% 1.59% 1.45% 1.31% 1.31% 1.23% 77,509,228 67.65% MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED MR PETER ANDREW PROKSA PAC PARTNERS SECURITIES PTY LTD EEEP PTY LTD HOLLYWOOD MARKETING (WA) PTY LTD MR MARTIN ALEXANDER ZIEGLER PERALTA AGUILAR MEDICALS PTY LTD MR UBAID IFTIKHAR MR OWEN JOHN GORDON A BEAUTIFUL MUTINY PTY LTD MR GHASSAN SALEM MR SIMON LARKIN MS SUITING CHEN MRS NEHA VINODKUMAR THAKKAR BNP PARIBAS NOMINEES PTY LTD TECH IT EZ PTY LTD MR ROSS DIX HARVEY SAPPHIRE DIAMOND INVESTMENTS PTY LTD MR MICHAEL KENNETH FERDINAND TOTAL 77 THOR MINING PLC THROB: Exercise price $0.015, expiry date 20 December 2022 Name MS SIHOL MARITO GULTOM M & K KORKIDAS PTY LTD MS CHUNYAN NIU VALAS INVESTMENTS PTY LTD EEEP PTY LTD JUB CAPITAL MANAGEMENT LLP MR JOSHUA GORDON EMERGING EQUITIES PTY LTD PAC PARTNERS SECURITIES PTY LTD MR ADAM DZIUBINSKI MR CRAIG RUSSELL STRANGER MR PETER ANDREW PROKSA MR GERVAISE ROBERT JOHN HEDDLE MELCRAIG SUPERANNUATION PTY LTD DEALACCESS PTY LTD MR DAVID JOHN BARRETT HUNTER CAPITAL ADVISORS P/L MS MELISSA JANE CRESWELL MR DAVID FAGAN DVR INVEST PTY LTD TOTAL Number of options held Percentage of options held 15,000,000 15.73% 7,320,734 6,862,609 6,423,333 5,800,000 4,000,000 3,850,000 3,300,000 3,300,000 2,600,000 2,600,000 2,554,203 2,533,333 2,320,000 2,200,000 2,000,000 1,809,524 1,704,980 1,702,802 1,360,000 7.68% 7.20% 6.74% 6.08% 4.20% 4.04% 3.46% 3.46% 2.73% 2.73% 2.68% 2.66% 2.43% 2.31% 2.10% 1.90% 1.79% 1.79% 1.43% 79,241,518 83.12% 78 THOR MINING PLC THROC: Exercise price $0.02, expiry date 20 December 2023 Name MR PETER ANDREW PROKSA MS CHUNYAN NIU VALAS INVESTMENTS PTY LTD EEEP PTY LTD JUB CAPITAL MANAGEMENT LLP MR ADAM DZIUBINSKI MR JOSHUA GORDON EMERGING EQUITIES PTY LTD PAC PARTNERS SECURITIES PTY LTD MR CRAIG RUSSELL STRANGER MR PETER ANDREW PROKSA MR GERVAISE ROBERT JOHN HEDDLE MISS TENNILLE AMY BIGNELL MELCRAIG SUPERANNUATION PTY LTD DEALACCESS PTY LTD AHM NSW PTY LTD HUNTER CAPITAL ADVISORS P/L M & K KORKIDAS PTY LTD MR DAVID FAGAN MR ANDREW JAMES WILKINSON & MRS JACKALYN JUNE WILKINSON TOTAL Unlisted Option / Warrants as at 29 September 2022 Number of options held Percentage of options held 10,000,000 10.49% 8,514,010 6,423,333 4,099,268 4,000,000 4,000,000 3,850,000 3,300,000 3,300,000 2,600,000 2,554,203 2,533,333 2,500,000 2,320,000 2,200,000 2,000,000 1,809,524 1,791,579 1,702,802 8.93% 6.74% 4.30% 4.20% 4.20% 4.04% 3.46% 3.46% 2.73% 2.68% 2.66% 2.62% 2.43% 2.31% 2.10% 1.90% 1.88% 1.79% 1,500,000 1.57% 70,998,052 74.47% Option Holders Exercise Price A$0.0095 Exercise Price £0.01 Exercise Price £0.01 Exercise Price US$0.0175 Exercise Price A$0.03 Exercise Price £0.016 Exercise Price £0.0054 Exercise Price £0.0085 Exercise Price A$0.026 Exercise Price £0.013 Exercise Price £0.010273 Exercise Price £0.013 Exercise Price A$0.03 Exercise Price A$0.025 TOTAL Expiry Date 8-Jul-23 Number of Holders 2 Number of Warrants 16,000,000 Percentage of Total Warrants 4.93% 28-Sep-22 34 61,875,000 19.06% 23-Oct-22 4-Dec-22 10-Nov-22 27-Jan-23 23-Oct-23 27-Jan-24 28-Sep-23 6 1 2 2 1 1 3 26,500,000 5,000,000 8,333,000 8.16% 1.54% 2.57% 44,117,648 13.59% 4,000,000 5,647,058 7,500,000 1.23% 1.74% 2.31% 17-Aug-23 11 61,538,461 18.96% 4-Mar-24 22-Nov-25 25-Nov-26 12-May-25 1 4 1 4 2,433,526 0.75% 36,000,000 11.09% 31,250,000 14,400,000 9.63% 4.44% 100% 73 324,594,693 79 THOR MINING PLC Securities held on Escrow Total shares and CDIs on issue are 2,014,341,411. No shares or CDIs are held in escrow. Stock Exchanges Thor Mining PLC shares are dual listed on the AIM market and the Australian Stock Exchange. On the ASX they are traded as CDIs. ASX CORPORATE GOVERNANCE DISCLOSURE The Board have chosen to apply the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 4th 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 https://www.thormining.com/about-us/corporate-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 Messrs Clayton and McGeough are independent Directors in accordance with the criteria set out in the ASX Principles and Recommendations. Statement concerning availability of independent professional advice Subject to the approval of the Chairman, an individual Director may engage an outside adviser at the expense of Thor Mining Plc for the purposes of seeking independent advice in appropriate circumstances. Names of nomination committee members and their attendance at committee meetings Whilst the Company does not have a formal nomination committee, it does formally consider Board succession issues and whether the Board has the appropriate balance of skills, knowledge, experience, independence and diversity. Names and qualifications of audit committee members The full Board performs the functions of the Audit Committee. All directors are considered financially literate. The Board last undertook a Board performance review in June 2022. 80 THOR MINING PLC TENEMENT SCHEDULE At 30 June 2022, the consolidated entity holds an interest in the following Australian tenements: Project Molyhil Tenement EL22349 Area kms2 228.10 Area ha. Holders Molyhil Mining Pty Ltd EL31130 9.51 Molyhil Mining Pty Ltd ML23825 ML24429 ML25721 AA29732 MLS77 MLS78 MLS79 MLS80 MLS81 MLS82 MLS83 MLS84 MLS85 MLS86 EL29701 EL32167 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 204.5 74.54 35.03 57.3 48 38 11 Molyhil Mining Pty Ltd Molyhil Mining Pty Ltd Pilbara Goldfields Pty Ltd Pilbara Goldfields Pty Ltd Pilbara Goldfields Pty Ltd Pilbara Goldfields Pty Ltd Pilbara Goldfields Pty Ltd Company Interest 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 40% 40% 100% 100% 100% 100% 100% Panorama E46/1190 Ragged Range E46/1262 Corunna Downs E46/1340 Bonney Downs E46/1355 Hamersley Range E46/1393 Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Molyhil Bonya Bonya At 30 June 2022, the consolidated entity holds 100% interest in a Uranium and Vanadium projects in US States of 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 Groundhog (Colorado) CMC292159 to CMC292258 Groundhog-001 to Groundhog-100 100 blocks (2,066 acres) Standard Minerals Inc 100% 100% 81 

Continue reading text version or see original annual report in PDF format above