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.
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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
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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
?
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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.
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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.
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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
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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).
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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:
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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.
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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
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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
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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.
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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).
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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.
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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