Alford East Copper-Gold Project
2023 ANNUAL REPORT
CHAIRMAN’S MESSAGE
Dear Shareholders,
On behalf of the Board of Thor Energy plc, I am pleased to report on the activities of the Company for the
year ended 30 June 2023. Over the past few years Thor has built 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.
In the past year capital and commodity markets changed significantly in the year with rising interest rates
driving significant changes in investor priorities. In response to this the Board made the decision to
significantly optimisie the portfolio via farm-outs and assets sales with a view to, over time, becoming
significantly more focussed on the energy side of the mining industry namely in Uranium and Energy
metals. To emphasise the refinement of the strategy we renamed the Company, Thor Energy PLC.
Going forward the Board believes investment in the Uranium and Energy metals has the best potential
to be rewarded. The Board believe Uranium is as the beginning of a long-cycle demand upswing and as
such intend to accelerate our pursuit of opportunities in this space. It is worth noting that the Uranium
sector is an area your Board has significant commercial and technical experience.
Uranium and Vanadium
Work began at our Colorado high-grade sandstone hosted Saltwash-style mineralisation at three
prospects – Groundhog, Rim Rock and Section 23. Drilling at our Colorado Uranium/Vanadium Projects
following finalisation an exhaustive and thorough negotiation and permitting process with the relevant
local and State authorities in Colorado. Results reported were encouraging and drilling is expected to
recommence in late 2023.
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. Pleasingly
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
At 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 November 2022, we concluded a farm-out agreement with Investigator Resources
Limited (ASX: IVR) comprising an $8m, 3-stage process, to 80% interest in the Tenements and acquire
Thor’s 40% interest in the Bonya tenement (EL29701).
Gold
The 100% owned Ragged Range gold project in the highly prospective Pilbara region of Western Australia.
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. With our
corporate and financial priorities set in Uranium and Battery Metals, realistically we expect a relatively
quiet year at Ragged Range.
Corporate
At a corporate level we have taken significant overhead costs out of the business to ensure that the
maximum amount of money is spent directly into our exploration programmes. Post-period we
completed a 1 for 10 share consolidation and implemented a new share-based incentive programme.
On behalf of the Board, management and staff, I’d like to thank you for your support. The Company has
approached the 2024 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
In January 2023, Thor Mining Plc changed its name to Thor Energy Plc to reflect the Company’s strategic focus on
the ‘green energy’ economy, with our uranium and vanadium projects in both Utah and Colorado in the United
States of America and our copper-REE projects in Australia.
Significant exploration activities completed throughout the financial year include:
1.
2.
3.
4.
5.
6.
The maiden 2000m drilling program at the Wedding Bell and Radium Mountain projects confirms
uranium mineralisation determined by downhole gamma and assay and highlights broader enriched
vanadium halos.
High-resolution close-spaced airborne radiometric and magnetics surveys were completed in June 2023
at all three uranium projects in the United States.
Rare Earth Element (REE) discovery was announced at our Alford East Project, with a review indicating
that eight out of the nine 2021 diamond drill holes intersected shallow, wide zones of highly enriched
REE results within copper-rich oxides zones of IOCG-style (iron oxide copper-gold) mineralisation. When
compared to other REE Projects, these results compare very favourably in terms of depth, thickness, and
grade.
At the Alford West Copper Project (through Thor’s 30% equity interest in EnviroCopper Ltd), an Ambient
Noise Tomography survey using EXOSPHERE by Fleet® was successful in subsurface mapping a portion
of the Alford Copper Belt, enabling the future exploration to be more efficient in exploration, minimising
the environmental impact and improving drill targeting.
Thor entered an AUD $8m farm-in Agreement with Investigator Resources Ltd to accelerate the Molyhil
Project located in the Northern Territory.
Following a 2,000m reverse circulation drilling program at Kelly’s Prospect, Ragged Range, with six holes,
it confirmed the presence of moderate-grade copper and significant gold and silver mineralisation.
Post-period end activities:
1. All approvals have been granted for the next round of drilling at the Company’s 100% Wedding Bell and
Radium Mountain projects.
2. Strong positive results were received from the heliborne magnetic and radiometric surveys at both
projects, with strong uranium anomalies delineated and ground truthing underway.
3. A share capital consolidation of 10:1.
4. A collaboration with Fleet Space Technologies to undertake Ambient Noise Tomography at Alford East
Project, to accelerate mineral exploration incorporating Fleet’s EXOSPHERE by Fleet® technology.
5. EnviroCopper Ltd received approval to commence Site Environmental Lixiviant Trials “SELT” at the
Kapunda Copper Project, South Australia.
6. Thor successfully raised AUD$1m to help accelerate exploration activities within the Uravan Mineral Belt
in Colorado and Utah for the Company’s 100% owned uranium assets.
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.
Photo 1: Helicopter-borne Magnetic and Radiometric Survey over the Wedding Bell Project
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 1).
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 1: 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 1), 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
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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/Radium Mountain 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 the surface or exposed. The sandstone beds form cliffs or rims with the mudstone units
forming slopes. There are commonly four target sandstone horizons, with the uppermost sandstone containing
most of the ore deposits.
Details of the projects may be found on the Thor website.
Thor’s initial exploration focus is on exploring and accessing the Wedding Bell and Radium Mountain projects in
Colorado.
Drilling:
Thor’s initial drilling program comprising 15 shallow rotary air drillholes, confirmed uranium mineralisation along
strike of historical workings at Rim Rock and Groundhog Prospects, and within the newly tested Section 23
prospect (Figure 1). These priority prospects lie within the Company’s 100% owned Wedding Bell and Radium
Mountain Projects located in the historic uranium-vanadium mining district within the Uravan mineral belt,
southwest Colorado, USA (Figure 1).
Uranium mineralisation was intersected at all three prospects confirming the prospectivity of the projects by
increasing and enhancing the uranium lateral continuity across the projects within the Salt Wash Member of the
Morrison Formation.
Key intersections include (eU3O8 denotes that the uranium grade has been determined by downhole gamma
logging, with vanadium assays determined by XRF at the ALS laboratory):
Groundhog
• 2.1m @ 0.036% eU3O8 from 85m (22WBRA012A), including
0.3m @ 0.14% eU3O8
• 1.2m @ 0.034% eU3O8 from 78m (22WBRA013), including
0.5m @ 0.5% eU3O8
Rim Rock
• 0.3m @ 0.072% eU3O8 from 59.7m (22WBRA014)
Section 23
• 0.5m @ 0.051% eU3O8 from 102.6m (22WBRA002)
• 0.6m @ 0.021% eU3O8 from 92.4 m (22WBRA011), and
• 0.5m @ 0.03% eU3O8 from 100m
Vanadium assay results include:
1.5m @ 2660ppm (0.27%) V2O5 from 83.8m (22WB012A) - Groundhog
1.5m @ 1776ppm (0.18%) V2O5 from 59.4m (22WB014) - Rim Rock
3.0m @ 1640ppm (0.16%) V2O5 from 83.8m (22WB012) - Groundhog
1.5m @ 1026ppm (0.10%) V2O5 from 83.8m (22WB011) - Section 23
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Section 23 (Figure 2) in the southeast corner of the Wedding Bell claim blocks represents the only large area in the
Project with interpreted continuity of the uranium prospective Salt Wash sandstone unit precluded from historic
prospecting, drilling and mine production. A small fence line of drillholes (22WBRA01- 22WBRA0011) confirms
uranium mineralisation within the lower sandstone units of the Salt Wash Sandstone (Figure 3, Figure 4 and Figure
5).
The Groundhog Mine area (Figure 2) consists of the upper and lower historic mine workings (Photo 2). The upper
workings are in the lower unit of the Brushy Basin Shales whilst the more extensive lower workings are in the Salt
Wash Sandstone (Figure 2 and Figure 4). Two drillholes (22WBRA12 and 22WBRA013) tested and confirmed lateral
continuation of mineralisation to the south, with the intersection of reduced sandstones hosting uranium
mineralisation in the first and second sandstone rims.
The Rim Rock Mine area (Figure 2) represents a vanadium-rich target. The two drill holes (22WBRA014 and
22WBRA015) are designed to straddle the east-southeast projection of the Rim Rock Mine, the opening of which
is located immediately to the west. The Rim Rock Mine was the largest historic uranium-vanadium producer in the
project area.
Vanadium layers, such as this one targeted at Rim Rock, are generally relatively low in uranium content (by the
standards of historical uranium mining in the Uravan District), and were usually ignored by the miners, with the
focus on high-grade uranium zones only. The intersection in 22WBRA014 (0.3m @ 0.072% eU3O8 from 59.7m)
confirms the uranium mineralisation, as we await physical samples for vanadium analysis.
For drillholes 22WBR010 to 22WBR014, where there are zones of visual interest (reduced grey/green sandstone),
with anomalous scintillometer values, physical samples were collected for uranium and vanadium assay, as well
as multi-element geochemical analysis. Sixty-seven (67) physical samples were collected and sent to either the ALS
laboratory or the Hazen laboratory (Figure 2). The ALS laboratory would not receive samples above 0.3 millisieverts
(mSv – background radiation dose), hence the addition of Hazen Laboratory for 22WBR012 samples. Thor is
currently doing some cross-lab sample analysis as part of our QAQC process.
Vanadium layers, such as the one targeted at Rim Rock, are generally relatively low in uranium content (by the
standards of historical uranium mining in the Uravan District). They are usually ignored by the miners, with the
focus on high-grade uranium zones only (Photo 2). For instance, the uranium intersection in 22WBRA014: 0.3m @
720ppm (0.072%) eU3O8 from 59.7m, correlated to a broader vanadium halo/zone of 1.5m @ 1776 ppm (0.18%)
V2O5 from 59.4m.
Despite drillhole 22WBR012 collapsing prior to taking downhole gamma probe readings, assay samples confirmed
uranium and vanadium mineralisation that correlates to the redrill of the hole a few meters away, 22WBR012A:
▪ 3.0m @ 519ppm U3O8 and 1640ppm V2O5 from 83.8m (22WBR012)
▪ 1.5m @ 601ppm U3O8 and 2660ppm V2O5 from 83.8m (22WBR012A)
22WBR012A (Figure 3) highlights the positive correlation between the gamma readings and the physical samples.
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Photo 2: Drilling at Section 23, October 2022
Figure 2: Stratigraphic section showing the uranium and vanadium mineralised zone for 22WBR012 and
22WBR012A - Groundhog Prospect
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Magnetic and Radiometric Survey:
The helicopter-borne high-resolution aeromagnetic and radiometric surveys completed in June 2023, covered all
three projects, with a detailed line spacing of 50m and a nominal flight height of 30m, for a total of 986 line
kilometres. The surveys were oriented north-south for all survey areas.
Radiometrics are a powerful first-pass exploration tool for identifying uranium anomalies and this was the first
time a close-spaced survey has been flown in the region. The objective of flying the radiometric surveys was to
map out the natural spatial distribution of the three radioactive elements (potassium (K), thorium (Th) and uranium
(U)) in the earth’s crust, over the project areas to assist with delineating any uranium anomalies in untested areas,
and potential extensions to known mineralisation associated with the historic workings at both the Wedding Bell
and Radium Mountain projects.
Different ratio grids are used to interpret the radiometric data with uranium squared divided by thorium (U2/Th)
predominately used as an indicator of anomalous uranium, with the uranium anomalies displayed in energy order
from red, green to light blue (Figure 1 to 3). The aeromagnetic data will assist by defining key secondary structures
controlling fluid flow.
The surveys were flown by Precision GeoSurveys Inc, a Canadian company that is experienced in flying surveys in
this area, with the geophysical data processing and filtering generated by consultant geophysicist Kim
Frankcombe, ExploreGeo Pty Ltd.
The radiometric surveys conducted at Wedding Bell and Radium Mountain Projects, Colorado, have delineated
several high-order uranium anomalies. These are along strike of historic workings, as well as over previously
untested areas (Figure 3). The old mine workings are very distinct in the radiometric uranium channel (red
anomalies as shown in Figure 1 and 3) due to ore and/or waste dumps being in close vicinity to the workings. Pre
1950s, the focus in the area was on mining the yellow uranium-vanadate secondary carnotite mineralisation, not
the high-grade primary uraninite and coffinite mineralisation. Thus, Thor is systematically reviewing the old
workings (establishing if primary ore or only secondary was mined) and digitising available historic mine plans.
There are also a few distinct ‘red’ uranium anomalies not associated with historic workings, which may represent
new areas to test as a possible extension to know mineralisation, such as the anomalies to the southeast of
Groundhog (Figure 3). More subtle green and light blue anomalies, for example, around Section 23 (no previous
mining), may have a lower radiometric uranium order due to sedimentary cover. However, they are equally valid
anomalies, warranting a follow-up (Figure 3). Both priority uranium anomalies will be drill-tested as part of the
proposed upcoming drilling program (Figure 3).
At first pass, the structural interpretation of the magnetic data shows a strong correlation between the historic
workings and key structures (Figure 2), with the dominant orientation north-easterly (Figure 2). This could indicate
increased porosity or fluid conduits within the sediments, which allowed the uranium and vanadium
mineralisation to precipitate out. The known uranium and vanadium mineralisation in the Uravan Mineral Belt is
noticeably elongated parallel to local sedimentary structures, major palaeochannels, or axes of greater
permeability. As a result, key structural features along these trends and radiometric anomalies will be further
investigated, including ground truthing (mapping and geochemical sampling) and priority ranking.
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Figure 3: Wedding Bell radiometric image (U2/Th ratio) draped over DEM showing structural interpretation from
magnetics data relative to priority uranium anomalies in red, green and light blue.
The Vanadium King Project, Utah within the Thompson uranium district of Utah is a greenfield exploration
project with no historic workings. The project area is predominantly covered by Cretaceous Mancos Shales, with
the targeted prospective uranium and vanadium lithologies (Brushy Basin and Salt Wash Sandstone, Morrison
Formation) at approximately 100m below the surface (based on historic oil wells drilled in the project area). The
principal objective of the heliborne magnetics was to delineate faults or key structures that may control
underlying potential uranium mineralisation, with any associated radiometric anomalies representing leakage
from a discrete uranium source undercover. The interpretation is preliminary and ongoing at this stage and will
be reviewed in conjunction with ground truthing. Drilling preparations are now underway for follow-up drilling
from the successful 2022 campaign at Section 23, Rim Rock, and Groundhog prospects.
COPPER PROJECTS – SOUTH AUSTRALIA
Thor holds direct and indirect interests in over 400,000 tonnes of Inferred copper resources (Table 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 is considered by Thor directors to have
significant growth potential, and each is being advanced towards development via low-cost, environmentally
friendly In-Situ Recovery (ISR) techniques (Figure 6).
For further information on ISR please refer to this link for an informative video:
www.youtube.com/watch?v=eG_1ZGD0WIw
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Figure 4: Alford East, Alford West & Kapunda Location Map (left) and Alford Copper Belt (right)
ALFORD EAST COPPER-GOLD PROJECT – SOUTH AUSTRALIA (SA)
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 (AIM: 20 November
2020).
The Project covers the northern extension of the Alford Copper Belt, located on the Yorke Peninsula, SA (Figure
4). The Alford Copper Belt is a semi-coherent zone of copper-gold-REE 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 (AIM: 26 January 2021), consisting of:
▪ 125.6Mt @ 0.14% Cu containing 177,000t of copper
▪ 71,500oz of contained gold
Rare Earth Element Drill Results:
A review of the Alford East Project geochemical data, in particular, the drilling results from Thor’s 2021 maiden
drilling program (ASX/AIM: 22 February 2022), highlighted shallow high-grade REE results associated with the
oxide copper-gold mineralisation (Figure 5).
Significant REE drill intercepts (>500ppm TREO1) include:
▪ 21AED005:
including
including
36.7m @ 1568ppm (0.16%) TREO & 1.2% Cu from 6.3m,
11.8m @ 2095 ppm (0.21%) TREO and 1.2% Cu from 10m, and
11m @ 2088ppm (0.21%) TREO and 0.8% Cu from 47m,
2m @ 5042ppm (0.5%) TREO from 47m
▪ 21AED002:
including
11.6m @ 1699ppm (0.17%) TREO and 0.26% Cu from 30.4m,
6.1m @ 2262ppm (0.22%) TREO from 34.0m
1 TREO = (Total Rare Earth Oxides) = (La2O3 + CeO2 + Pr6O11 + Nd2O3 +Sm2O3 + Eu2O3 + Gd2O3 + Tb4O7 + Dy2O3 +
Ho2O3 + Er2O3 + Tm2O3 + Yb2O3 + Lu2O3 + Y2O3)
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▪ 21AED001:
16.8m @ 1721ppm (0.17%) TREO and 0.5% Cu from 91.4m
▪ 21AED006:
including
29m @ 959ppm (0.1%) TREO from 20m, and
6.1m @ 1171ppm (0.12%) TREO and 0.1% Cu from 81m,
1.7m @ 3139ppm (0.31%) TRE0 from 84.3m
▪ 21AED004:
including
13.1m @ 1366ppm (0.14%) TREO and 0.5% Cu from 42.8m,
1.4m @ 2274ppm (0.23%) TREO from 35m
▪ 21AED007:
including
15m @ 961ppm (0.1%) and 0.12% Cu from 13m,
1.0m @ 2213ppm (0.22%) TREO from 19m
These wide zones of enriched REE occur in kaolin altered, oxide zones of IOCG-style mineralisation.
Three drill hole cross-sections (Figure 5. Figure 6, Figure 7 and Figure 8), illustrate the REE mineralisation with the
copper intercepts within the Mineral Resource Estimate (MRE) AE-5 area (Figure 5), where Thor in 2021 drilled 9
HQ diamond drillholes whilst targeting oxide copper mineralisation. The proximity to the key structure on the
eastern side of the sections suggests the REE mineralisation is structurally controlled and associated with
significant metasomatic alteration and deep weathering or kaolinisation of host rocks.
The kaolin association may represent an ionic style of REE mineralisation, a highly valuable REE deposit class,
often characterised by favourable low-cost metallurgical recovery compared with many other types of REE
deposits.
This zone of oxide mineralisation lies in the Alford Copper Belt, which in this area, is a structurally controlled, east-
west and north-south corridor consisting of deeply kaolinised and oxidised troughs within unweathered
metamorphic units, on the edge of the Tickera Granite (Figure 1), Gawler Craton, SA.
AE-5 Domain
Figure 5: MRE Mineralisation Domains (left); Domain AE-5 showing drillhole collars (right)
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Figure 6: Cross Section 6256360mN showing REE (TREO) intercepts with copper mineralisation.
Figure 7: Cross Section 6256440mN showing REE (TREO) intercepts with copper mineralisation.
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Figure 8: Cross Section 6256600mN showing REE (TREO) intercepts with copper mineralisation.
In conjunction with the technical assessment, Thor will continue ongoing stakeholder and community
engagement, and regulatory activities.
ENVIROCOPPER COPPER PROJECTS – SOUTH AUSTRALIA
Thor holds a 30% equity interest in the 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 In-Situ Recovery (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:
ALFORD WEST
Alford West is located on the Yorke Peninsula, to the south of Thor’s Alford East Project (Figure 4). Based on
substantial historic drilling, a Mineral Resource Estimate (MRE) was completed in 2019 (AIM/ASX: 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).
As part of its South Australian Government Accelerated Discovery Initiative grant (up to A$30,000), ECL carried
out an Ambient Noise Tomography (ANT) survey over a portion of the Alford West project using ExoSphere by
Fleet® (Figure 9). This technology is a particularly low-impact form of exploration and uses environmental
vibrations in the ground, caused by ocean waves, weather or traffic, to analyse the earth’s make-up down to
2000m depth.
The survey delineated the deep weathered “trough” like structures in the survey area, that host the oxide copper-
gold mineralisation within the Alford Copper Belt (Figure 9). With further processing and modelling, it may be
possible to highlight mineralised zones within these structures.
The subsurface ANT results will be integrated with information that has been historically gathered by traditional
air core and diamond drilling. This will result in drill targets with the potential for higher-grade oxide copper-gold
mineralisation.
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Deeply weathered
“trough” structure
that hosts oxide
copper-gold
mineralisation
100m
Figure 9: 3D model showing the deeply weathered “trough” structure, host to oxide copper-gold mineralisation in
the Alford Copper Belt.
KAPUNDA
The Kapunda ISR Copper-Gold Project is located approximately 90 kilometres north north-east of Adelaide, SA
(Figure 4). Terramin and ECL 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, summarised 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
- 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 August 2022, OZ Minerals Limited (ASX:”OZL”) entered into an agreement to fund technical investigations into
ISR technology at the Kapunda copper-gold ISR Project (AIM/ASX: 9 August 2022).
OZL’s Think & Act Differently innovation team, through OZ Exploration Pty Ltd, a subsidiary of OZL, has committed
AUD $2.5m over 18 months to 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
the 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.
ECL has now received approvals from the Government of South Australia to commence in-situ Site Environmental
Lixiviant Trials (SELT) (AIM/ASX: 13 September 2023).
The purpose of the 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 first stage involving
injecting and extracting a tracer solution (Sodium Bromide - NaBr) from the same well successfully demonstrated
the hydraulic connectivity between the observation and environmental monitor well network. ECL will now
commence the next stage involving 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 3: Push-Pull Tracer Trials at Kapunda
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 Energy - E46/1190, E46/1262, E46/1355, E46/1340, plus the recently granted E46/1393 (Figure 10).
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 10).
Details of the projects may be found on the Thor website.
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Figure 10: Location Map showing Ragged Range and tenement licence area.
STERLING PROSPECT
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 Prospect, Ragged Range Project (Figure 10).
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 10).
Drilling intercepted key zones of sericite-sulphide-quartz alteration, with anomalous gold up to 6m @ 0.16 g/t Au
at the southern end of the prospect. Although the tenure of the gold result is low these results demonstrate gold
is present in the system and warrant following up with detailed structural and geochemical mapping.
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Photo 4: RC drilling at Sterling Prospect
KRONA PROSPECT - Nickel Gossan
The Krona nickel gossan (Figure 10) 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 (AIM/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 10 and
Photo Plate 5). This position of the gossan at the base of the ultramafic contact is significant from a geological
nickel-sulphide model perspective.
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 (AIM/ASX: 17 June 2022). The survey over the
gossan was designed to detect conductive anomalies at a 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 11). 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 the 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.
17
Figure 11: Krona Prospect showing Electromagnetic conductor beneath Nickel Gossan and the drillhole
Photo Plate 5: Krona Nickel Gossan
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).
18
Kelly’s Prospect – Gold/Copper
The Kelly’s area covers several historic copper-gold and copper-base metals mines and prospects. The copper
mineralisation is associated with the dacitic Boobina Porphyry, close to the margin of the Corunna batholith, and
intrudes the Kelly greenstone belt (Figure 12).
At Kelly’s Mine, historic production between 1955-1970, although small, was of very high grade – 610t of ore
averaging 19.47% Cu (Figure 10 and Figure 12).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.
A small reconnaissance drilling program included six holes along Kelly’s Ridge, two below the historic Kelly’s copper
workings and two at the Kelly’s NE Prospect (Figure 12).
Drilling at Kelly’s Ridge was designed to test below the high-grade rock chips, returning up to 15g/t Au and 535g/t
Ag along the 1km silicified ridge at the contact between the Boobina Porphyry and Euro Basalt, as well as testing
below and along strike of the historic drillhole (DDHK21) that intersected 1.5m @ 22.97g/t gold, located at the
porphyry-basalt contact (Figure 12 and Photo Plate 6). The recent drillholes appear to have stopped short of fully
testing the targeted contact, with follow-up drilling proposed angled from the west to east.
Beneath the historic Kelly’s copper workings, copper was intercepted with anomalous gold and silver warranting
further review.
At the Kelly’s NE Prospect, high-grade gold (up to 7.2g/t Au) and copper (up to 13.6 % Cu) identified in rock chips
(AIM/ASX: 7 December 2022) was tested by two drillholes, 22RRRC057 and 22RRC058. Wide intersections of low-
grade copper were intersected in the first hole from shallow depth with moderate grade intercepts in the second
hole both at surface and at depth. Surprisingly the tenor of gold with the copper is subdued, from assays received
to date, compared to the surface rock chips.
Significant results received to date include (greater than 0.1% Cu and 0.1 g/t Au):
Kelly’s Ridge
•
•
22RRRC049:
1m @ 0.91 g/t Au from 40m
22RRRC052:
1m @ 0.15g/t Au and 1.6% Zn from 196m
Kelly’s Mine
•
22RRRC056:
8m @ 1.31% Cu and 0.1g/t Au from 4m (22RRRC056), including
3m @ 2.9% Cu, 0.17g/t Au and 39g/t Ag from 7m
Kelly’s NE
•
•
22RRRC057: 4m @ 0.13% Cu from 20m
22RRRC058:
19m @ 0.15% Cu from 8m, including
3m @ 0.24% Cu from 24m, and
3m @ 0.29% Cu, 0.12g/t Au, 8.5g/t Ag, 1.1% Pb, and 0.25% Zn from 133m
The Ragged Range project is underexplored, therefore Thor is progressively assessing targets across the tenure for
drill testing, focusing on Gold, Nickel, Lithium and Copper.
Reference:
1 https://www.mindat.org/loc-122951.html
19
Figure 12: Kelly’s Prospect, highlighting proposed drill collars and gold in rock chips.
Photo Plate 6: Kelly’s Prospect Ridge
20
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 (Error! Reference source not found.).
The project 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.
In November 2022, Thor through its wholly-
owned subsidiary Molyhil Mining Pty Ltd
(“Molyhil”), signed a Heads of Agreement
(“HOA”) with ASX-listed mineral exploration and
development company Investigator Resources
Limited (ASX: “IVR”) to fund the accelerated
exploration of Thor’s 100%-owned Molyhil
tenements (the “Tenements”), in the Northern
Territory and the sale of Thor’s interest in the
Bonya tenement (EL29701).
Figure 13: Location Map
Highlights:
▪ HOA signed with IVR, through its wholly-owned subsidiary Fram Resources Pty Ltd (“Fram”), for Fram’s earn-
in and the creation of a new joint venture to accelerate the exploration of the Molyhil tenements. For further
details, refer to Note 7 of the Annual Financial Statements.
▪ Fram to earn-in, via a 3-stage process, to 80% interest in the Tenements and acquire Thor’s 40% interest in
the Bonya tenement (EL29701).
▪ Fram will provide expenditure for a total value of up AUD$8m to explore for minerals within the Tenements
and manage the joint venture exploration activities. If a Mineral Resource (in accordance with JORC 2012) is
defined, the joint venture will develop and exploit such a resource, if it is economically feasible to do so.
▪ Thor is to receive up to a total of AUD$100,000 in cash and AUD$500,000 of Investigator Resources shares
through the reduction of its holding in the Tenements, via Fram’s three-stage earn-in, and the sale of Thor’s
interest in the Bonya tenement.
▪
If Fram does not complete the required commitments of stage 1 by the agreed commitment date, Fram must
pay any shortfall amount of the committed expenditure to Molyhil to satisfy the requirements.
▪ The agreement enables Thor to focus on its priority USA Uranium assets and the multi-commodity Ragged
Range Project, while retaining an interest in the Molyhil Project.
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 14).
21
The joint venture reported a maiden resource estimate in March 2020 for the White Violet and Samarkand
deposits (Table E and F).
The sale of Thor’s 40% portion of the Bonya tenement (EL29701) is part of the Molyhil Farm-in Agreement with
Investigator Resources.
Details of the projects may be found on the Thor website.
Figure 14: Showing Bonya prospects in proximity to Molyhil
SPRING HILL GOLD PROJECT – NORTHERN TERRITORY
In September 2020, the Company announced the AUD$1m sale of its royalty entitlement from the Spring Hill gold
project in the Northern Territory. The sale agreement provides for receipt of AUD$400,000 on completion
(received), followed by two production milestone payments of AUD$300,000 each.
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:
•
Thor is earning up to 80% interest in oxide material from Spencer Metals
22
• MRE reported on oxide material only, at a cut-off grade of 0.05% copper which is consistent with the
assumed ISR 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)
Tonnes
(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 is earning a 75% interest in this resource, and Thor holds 30% equity in EnviroCopper.
All figures are rounded to reflect the appropriate levels of confidence. Apparent differences may occur
due to rounding.
Cut-off grade used of 0.05% Cu.
The Company is not aware of any information or data which would materially affect this previously
announced resource estimate, and all assumptions and technical parameters relevant to the estimate
remain unchanged.
Table C: Kapunda Resource Summary 2018 (Reported 12 February 2018)
Resource
Copper
Mineralisation
Copper Oxide
Secondary copper sulphide
Classification MT
30.3
Inferred
17.1
Inferred
Total
47.4
Grade %
0.24
0.27
0.25
Contained Cu (t)
73,000
46,000
119,000
Notes:
•
•
•
•
EnviroCopper is earning a 75% interest in this resource, and Thor holds 30% equity in EnviroCopper.
All figures are rounded to reflect the 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
23
Notes:
•
•
•
•
All figures are rounded to reflect the appropriate level of confidence. Apparent differences may occur
due to rounding.
Cut-off of 0.07% WO3.
100% owned by Thor Energy Plc, subject to the farm-in Agreement with Investigator Resources.
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.
Table E: Bonya Tungsten Mineral Resources (announced 29 January 2020)
Oxidation
Tonnes
White Violet
Sub Total
Samarkand
Sub Total
Combined
Total
Inferred
Inferred
Inferred
Oxide
Fresh
Oxide
Fresh
Oxide
Fresh
WO3
%
0.41
0.21
0.22
0.11
0.20
0.19
0.26
Tonnes
90
980
1,070
30
430
460
120
25,000
470,000
495,000
25,000
220,000
245,000
50,000
690,000
0.21
1,410
740,000
0.21
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
Notes:
•
•
•
•
0.05% WO3 cut-off grade.
Totals may differ from the addition of columns due to rounding.
Thor 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
Inferred
Total
Oxide
Fresh
25,000
210,000
230,000
Cu
%
1.0
2.0
2.0
Tonnes
200
4,400
4,600
Notes:
•
•
•
•
0.2% Cu cut-off grade.
Totals may differ from the addition of columns due to rounding.
Thor 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.
24
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 financial commitments. The Group does not use derivative financial instruments to manage
interest rate costs and, as such, no hedge accounting is applied.
25
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 COVID-
19 on Thor’s operations which caused 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 put in place
standard practices to minimise the risk of COVID-19 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 was 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.
26
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 2023.
Review of Operations
The net result of operations for the year was a loss of £520,000 (2022 loss: £1,253,000).
A detailed review of the Group’s activities is set out in the Review of Operations & Strategic Report.
Directors and Officers
The names and details of the Directors and officers of the company during or since the end of the
financial year are:
Alastair Clayton - Non-Executive Chairman
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.
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.
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.
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.
27
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 10.5% as a company contribution to Australian statutory superannuation
scheme (11% from 1 July 2023). 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.
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, with a focus on uranium and energy metals
that are crucial in the shift to a ‘green’ energy economy.
The Group’s existing exploration project portfolio comprises:
• The 100% owned Ragged Range Project in the Pilbara region of Western Australia.
• 100% owned 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 is earning an 80% interest in the Alford East Copper-Gold Project in South Australia. The
project contains 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.
• 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).
• Thor currently 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. On 24 November 2022, the Company
announced the signing of a binding Heads of Agreement with ASX-listed mineral exploration
and development company Investigator Resources Limited (ASX: IVR, “IVR”), to fund the
accelerated exploration of the Molyhil tenements, whereby IVR, has the right to earn, via a
three-stage process, up to an 80% interest in the Molyhil tenements.
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 £520,000 (2021 loss: £1,253,000). No dividends have
been paid or are proposed.
Key Performance Indicators
Given the nature of the business and that the Group is in the 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.
28
Substantial Shareholdings
At 12 September 2023, there was one disclosable interest in 3% or more of the nominal value of the
Company’s shares:
• On 28 March 2023, the Company lodged in the UK a substantial holder notice received from
Damost Pty Ltd, noting an interest of 207,000,000 Ordinary Shares (held as CDIs) being
8.65% in the total ordinary shares on issue at that time.
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 2023 or their date of resignation if prior to 30 June 2023, were follows:
Ordinary Shares/CDIs
Options
30 June 2023 30 June 2022 30 June 2023
30 June 2022
Alastair Clayton
-
-
8,000,000
8,000,000
Nicole Galloway Warland
1,250,000
250,000
16,000,000
16,000,000
Mark McGeough
1,956,765
1,861,765
8,000,000
8,000,000
Directors’ Remuneration
The remuneration arrangements in place for directors and other key management personnel of Thor
Energy 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, and UK based
directors are paid the GBP equivalent of A$50,000 at an agreed average foreign exchange rate, with
the exception of Ms Nicole Galloway Warland who received a salary in her respective executive role,
no further fees were payable to 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.
Shares
issued
Post
Employment
Super
£’000
2023
Salary
and
Fees
£’000
Directors
Alastair Clayton
Nicole Galloway
Warland
Mark McGeough
Key Personnel
Ray Ridge
2023 Total
28
130
31
41
230
£’000
-
-
-
-
-
-
14
3
-
17
29
Total Fees
for Services
rendered
£’000
Short-term
employee
benefits
£’000
Options
Total
Benefit
£’000
£’000
28
144
34
41
247
28
144
34
41
247
-
-
-
6
6
28
144
34
47
253
2022
Salary
and
Fees
£’000
Directors
Alastair Clayton
Mark Potter
Nicole Galloway
Warland
Mark McGeough
Michael Billing
Key Personnel
Ray Ridge
2022 Total
21
29
127
25
19
46
267
Directors Meetings
£’000
-
-
-
-
-
-
-
Shares
issued
Post
Employment
Super
£’000
Total Fees
for Services
rendered
£’000
Short-term
employee
benefits
£’000
Options
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
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:
2023
Alastair Clayton
Nicole Galloway Warland
Mark McGeough
Meetings held
whilst in Office Meetings attended
7
7
7
7
7
7
30
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 https://thorenergyplc.com/about-us/#corporate-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.thorenergyplc.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 regards 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.
31
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 2023.
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 2023. The
Directors have prepared cash flow forecasts for the period ending 30 September 2024 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.
The Directors expect that further funds can be raised and it is appropriate to prepare the financial
statements on a going concern basis, however there can be no certainty that any fundraise will
complete. These conditions indicate existence of a material uncertainty related to events or conditions
that may cast significant doubt about the Group’s ability to continue as a going concern, and,
therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course
of business. These financial statements do not include the adjustments that would be required if the
Group could not continue as a going concern.
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 group and parent company financial statements for
each financial year. Under that law the Directors have prepared the group and parent company
financial statements in accordance with and UK-adopted international accounting standards. 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 group and parent company and of the
profit or loss of the group and the parent company for that period. In preparing those financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable UK-adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the group and the parent company 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
32
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 28 September 2023.
Alastair Clayton
Non-Executive Chairman
Ray Ridge
Chief Financial Officer
33
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THOR ENERGY PLC
Opinion
We have audited the financial statements of Thor Energy Plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 30 June 2023 which comprise the Consolidated and Parent Company
Statements of Comprehensive Income, the Consolidated and Parent Company Statements of Financial
Position, the Consolidated and Parent Company Statements of Cash Flows, the Consolidated and
Parent Company Statements of Changes in Equity and notes to the financial statements, including
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 2023 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.
Material uncertainty related to going concern
We draw attention to note 1c in the financial statements, which indicates that conditions exist 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 £0.5m, had net cash outflows from operating activities of £0.620m in the year and
has cash resources of £0.898m 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 in note 1c,
indicate that a material uncertainty exists that may cast significant doubt on the 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:
Discussions with management of their assessment of the Group’s ability to continue as a going
concern
Assessing the reasonableness of projected cashflow and working capital assumptions; and
Critically evaluating the revenue and cost projections underlying the cashflow model.
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 £150,000 (2022: £148,00) with
performance materiality set at £105,000 (2022: £103,600), being 70% (2022: 70%) of group materiality.
Materiality for the financial statements as a whole was based upon 1.0% (2022: 1.0%) 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 £7,500 (2022: £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 (2022: £120,000) with
performance materiality set at £84,000 (2022: £84,000), being 70% of the parent company’s materiality.
The benchmark for materiality of the parent company was 0.8% (2022: 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 result 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 (2022: £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 by the directors and 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 6 components, including the parent company, 2 were subject to full scope audits for
group purposes, a targeted scope review was performed on a further 3 components assessed as
material and the remaining component was subject to analytical review as it was not significant or
material to the group.
The components not subject to full scope audits contained only balances that eliminated on
consolidation, or specific balances material to the financial statements. 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 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. 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. 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 £12.7m which
relates to the Molyhill Mine and Bonya
tenements
in the Northern Territory of
Australia and the Ragged Range Pilbara
Project in Western Australia.
tested annually
The carrying value and recoverability of
these assets are
for
recoverable
impairment. The estimated
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
is materially
incorrect.
intangible fixed assets
Our work included the following:
Obtaining the impairment assessment,
by
for
prepared
reviewing
required,
and
where
management
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
under
capitalisation
by
corroborating
the original source
to
documentation; and
IFRS
6
Reviewing the disclosures presented in
the financial statements for accuracy and
Valuation of parent company’s investment
in, and loans to, subsidiaries (refer Note 8a &
8b)
The carrying value of the net investment in,
and loans to, subsidiaries are £14.0m. and is
dependent on the value of the underlying
assets. The valuation of the exploration
projects and other assets held by the
subsidiaries is based on judgments and
the Directors. The
estimates made by
exploration projects are at an early stage of
exploration
are
continued risks pertaining to the successful
development as well as the assessment of
the commercial viability of the exploration
assets. There is a risk that the judgments
and estimates made by the Directors may not
be reliable, which could result in a material
misstatement in the carrying value of the
investments
in subsidiaries and related
intercompany receivables.
therefore
there
and
Given the financial significance and the
estimation/judgment
by
management, we have identified the risk of
and
recoverability
investments in subsidiaries as a key audit
matter.
receivables
required
of
that they are in accordance with IFRS
disclosure requirements.
Our work included:
Confirmation of ownership of
investments;
Reviewing the value of the net
investment in subsidiaries against the
underlying assets, including exploration
projects and other assets held by the
subsidiaries, and verifying and
corroborating the judgments and
estimates used by management to
assess the recoverability of investments
and intercompany receivables.
Consideration of recoverability of
investments by reference to underlying
net asset values;
Ensured disclosures made in the
financial statements in relation to critical
accounting judgements are adequate;
and
Reviewing component auditor responses
in relation to the Group's subsidiaries,
including any indications of impairment
or changes in the recoverability of the
investments in each subsidiary.
Other information
The other information comprises the information included in the annual financial 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.
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.
As part of the group audit, we have communicated with component auditors the fraud risks
associated with the group and the need for the component auditors to address the risk of fraud
in their testing. To ensure that this has been completed, we have reviewed component auditor
working papers in this area and obtained responses to our group instructions from the
component auditors.
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
28 September 2023
15 Westferry Circus
Canary Wharf
London E14 4HD
THOR ENERGY PLC
Statements of Comprehensive Income for the year ended 30 June 2023
Note
Consolidated
£'000
2023
£'000
2022
Company
£'000
2023
£'000
2022
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 adjustment 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
(146)
(523)
(39)
5
(3)
-
-
-
(706)
4
(3)
(27)
19
129
-
64
(520)
-
7
3
8d
8c
5
(202)
(239)
(39)
(112)
(624)
(285)
77
(27)
(229)
(283)
(285)
5 80
-
-
434
- (1,011)
(116)
(247)
-
-
-
-
(399)
(971) (1,733)
-
-
-
-
-
(2)
-
(542)
202
(11)
71
-
19
129
-
-
(1,253) (1,585)
-
-
-
(542)
50
(11)
41
(861)
-
(520)
(1,253) (1,585)
(861)
(1,057)
418
(1,057)
418
-
-
-
-
(1,577)
(835) (1,585)
(861)
Basic & diluted loss per share attributable to the
equity holders
6
(0.2)p
(0.6)p
The accompanying notes form an integral part of these financial statements.
40
THOR ENERGY PLC
Statements of Financial Position at 30 June 2023
Co No: 05276414
Note
Consolidated
£'000
2023
£'000
2022
Company
£'000
2023
£'000
2022
ASSETS
Non-current assets
Intangible assets - deferred exploration costs
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
Financial assets at fair value through profit or
loss
Total current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Employee annual leave provision
Lease Liability
Total current liabilities
Non-Current Liabilities
Lease Liability
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Foreign exchange reserve
Merger reserve
Share based payments reserve
Retained losses
7
8a
8b
8c
8d
9
10
11
17
12
8c
13
14
14
15
16
12,681
-
-
-
12,329
-
71
- 13,926
-
318
12,650
-
395
-
395
520
105
59
51
13,416
589
68
-
62
-
-
-
-
13,443 13,997
-
-
-
-
13,363
898
35
1,173
236
172
-
1,096
11
124
1,057
14,473
-
1,409
124
296
14,852 14,293
-
1,107
14,470
(115)
(42)
(24)
(181)
(397)
(32)
-
(429)
(29)
(30)
- -
-
-
(30)
(29)
(37)
(37)
-
-
-
-
- -
(218)
(429)
(29)
(30)
14,255
14,423 14,264
14,440
3,812
3,850
27,813
1,035
405
938
3,812
26,632
-
405
866
(19,786) (19,384) (18,742) (17,275)
3,850
26,632 27,813
-
405
938
2,092
405
866
Total shareholders equity
14,255
14,423 14,264
14,440
The accompanying notes form part of these financial statements. These Financial Statements were approved
by the Board of Directors on 28September 2023 and were signed on its behalf by:
Alastair Clayton
Non-Executive Chairman
Ray Ridge
Chief Financial Officer
41
THOR ENERGY PLC
Statements of Cash Flows for the year ended 30 June 2023
Consolidated
Company
Note
£'000
2023
£'000
2022
£'000
2023
£'000
2022
Cash flows from operating activities
Operating Loss
Sundry income
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
Depreciation
Impairment subsidiary loans
Impairment investments in subsidiaries
Share based payment expense
Exclusivity fee received in shares
(706)
(971) (1,733)
(399)
64
14
(61)
30
-
-
39
-
71
(26)
10
15
-
-
285
(10)
-
11
1
-
32
11
(4)
-
1,011
(434)
246
39
116
285
-
Net cash outflow from operating activities
(620)
(626)
(425)
(393)
Cash flows from investing activities
Interest received
Interest paid
R&D and Grants for exploration expenditure
4
(3)
304
-
(2)
216
Payments for exploration expenditure
(1,680)
(1,634)
-
-
-
-
-
-
-
-
Loans to controlled entities
Payments for bonds
Purchase of property, plant & equipment
Proceeds from sale of assets
Proceeds from the sale of investments
-
(42)
(8)
418
-
- (2,287)
(1,701)
(25)
(60)
135
58
-
-
418
-
-
-
135
58
Net cash in/(out)flow from investing activities
(1,007)
(1,312) (1,869)
(1,508)
Cash flows from financing activities
Finance lease repaid
Net issue of ordinary share capital
(12)
(10)
-
1,370
2,334
1,370
Net cash inflow from financing activities
1,358
2,324
1,370
Net increase in cash and cash equivalents
(269)
386
(924)
Exchange gain on cash and cash equivalents
(6)
4
-
Cash and cash equivalents at beginning of period
1,173
783
1,096
-
2,334
2,334
433
-
663
Cash and cash equivalents at end of period
898
1,173
172
1,096
Major non-cash transactions
The Company has issued options to a broker for services provided as part of a capital raising, with
a value of £151,000.
42
THOR ENERGY PLC
Statements of Changes in Equity For the year ended 30 June 2023
Consolidated
Issued
share
capital
£'000
Share
premium
£'000
Retained
losses
£'000
Foreign
Currency
Translation
Reserve
£'000
Share
Based
Payment
Reserve
£'000
Merger
Reserve
£'000
Total
£'000
-
-
-
Balance at 1 July 2021 3,773 24,379 (18,236)
Loss for the period
(1,253)
Foreign currency
translation reserve
Total comprehensive
(loss) for the period
Transactions with owners in their capacity as owners
Shares issued
Cost of shares issued
Options exercised/lapsed
Options issued
At 30 June 2022
-
-
105
-
3,812 26,632 (19,384)
2,536
(283)
-
-
39
-
-
-
(1,253)
-
-
-
-
-
-
-
Balance at 1 July 2022 3,812 26,632 (19,384)
(520)
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 2023
-
-
118
-
3,850 27,813 (19,786)
1,433
(252)
-
-
38
-
-
-
(520)
-
-
-
-
Company
-
-
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)
-
-
-
-
Balance at 1 July 2022 3,812 26,632 (17,275)
Loss for the period
(1,585)
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 2023
-
-
118
-
3,850 27,813 (18,742)
1,433
(252)
-
-
38
-
-
-
(1,585)
-
-
43
1,674
-
405
-
314 12,309
- (1,253)
418
418
-
-
-
-
2,092
2,092
-
(1,057)
(1,057)
-
-
-
-
1,035
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
405
405
-
-
-
-
-
-
-
405
405
-
-
-
418
(835)
2,575
(283)
-
-
(105)
657
657
866 14,423
866 14,423
(520)
-
- (1,057)
- (1,577)
1,471
-
(252)
-
-
(118)
190
190
938 14,255
314 12,352
(861)
-
-
-
(861)
-
-
-
-
405
405
-
2,575
-
(283)
-
-
(105)
657
657
866 14,440
866 14,440
- (1,585)
-
- (1,585)
-
-
-
-
405
1,471
-
(252)
-
-
(118)
190
190
938 14,264
THOR ENERGY PLC
Notes to the Accounts for the year ended 30 June 2023
1
Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Energy Plc for the year ended 30 June 2023 were
authorised for issue by the Board on 28 September 2023 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 Energy Plc (the “Group”) have been prepared in
accordance with UK-adopted International Accounting Standards (“IAS”). These accounting
policies comply with each IAS that is mandatory for accounting periods ending on 30 June 2023.
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 £520,000 during the period ended 30
June 2023, and had a net cash outflow of £1,627,000 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 2024, 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 need to be undertaken, and
based on the history of successfully raising funds, the Directors believe 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.
The Directors expect that further funds can be raised and it is appropriate to prepare the
financial statements on a going concern basis, however there can be no certainty that any
fundraise will complete. These conditions indicate existence of a material uncertainty related to
events or conditions that may cast significant doubt about the Group’s ability to continue as a
going concern, and, therefore, that it may be unable to realise its assets and discharge its
liabilities in the normal course of business. These financial statements do not include the
adjustments that would be required if the Group could not continue as a going concern.
d) Basis of consolidation
The consolidated financial statements comprise the financial statements of Thor Energy 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.
44
THOR ENERGY 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 2023 was A$546,000 or approximately £304,000 (30 June 2022:
A$406,000 or approximately £216,000).
45
THOR ENERGY 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, and the Group’s presentational currency, is Sterling 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 Energy 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.
46
THOR ENERGY 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 Energy 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) 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.
l)
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
In the principal market for the asset or liability; or
47
THOR ENERGY PLC
o
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.
m) 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)
48
THOR ENERGY PLC
- 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.
n)
Investments
Investments in subsidiary undertakings are stated at cost less any provision for impairment in
value, prior to their elimination on consolidation.
Investments in associates are initially recognised at cost and subsequently accounted for using
the equity method “Equity accounted investments”. Any goodwill or fair value adjustment
attributable to the Group’s share in the associate is not recognised separately and is included
in the amount recognised as investment in associate. The carrying amount of the investment
in associates is increased or decreased to recognise the Group’s share of the profit or loss and
other comprehensive income of the associate, adjusted where necessary to ensure consistency
with the accounting policies of the Group. Unrealised gains and losses on transactions between
the Group and its associates are eliminated to the extent of the Group’s interest in those
entities. Where unrealised losses are eliminated, the underlying asset is also tested for
impairment.
o) Merger reserve
The difference between the fair value of an acquisition and the nominal value of the shares
allotted in a share exchange have been credited to a merger reserve account, in accordance
with the merger relief provisions of the Companies Act 2006 and accordingly no share premium
for such transactions is set-up. Where the assets acquired are impaired, the merger reserve
value is reversed to retained earnings to the extent of the impairment.
p) Property, plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and any accumulated
impairment losses. Land is measured at fair value less any impairment losses recognised after
the date of revaluation.
Depreciation is provided on all tangible assets to write off the cost less estimated residual value
of each asset over its expected useful economic life on a straight-line basis at the following
annual rates:
49
THOR ENERGY PLC
Land (including option costs) – Nil
Plant and Equipment – between 5% and 25%
All assets are subject to annual impairment reviews.
q)
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is
required, the Group makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of its fair value less costs to sell and its value in use and is
determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or Groups of assets and the asset's value in use
cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment
as part of the cash-generating unit to which it belongs. When the carrying amount of an asset
or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is
considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. Impairment losses relating to continuing operations
are recognised in those expense categories consistent with the function of the impaired asset
unless the asset is carried at its revalued amount (in which case the impairment loss is treated
as a revaluation decrease).
An assessment is also made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A previously recognised impairment loss
is reversed only if there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognised. If that is the case the
carrying amount of the asset is increased to its recoverable amount.
That increased amount cannot exceed the carrying amount that would have been determined,
net of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in the Income Statement unless the asset is carried at its revalued
amount, in which case the reversal is treated as a revaluation increase. After such a reversal
the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying
amount, less any residual value, on a systematic basis over its remaining useful life.
r)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of
the obligation.
When the Group expects some or all of a provision to be reimbursed, for example under an
insurance contract, the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any provision is presented in the
Income Statement net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current
pre-tax rate that reflects the risks specific to the liability.
s)
Loss per share
Basic loss per share is calculated as loss for the financial year attributable to members of the
parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference
share dividends, divided by the weighted average number of ordinary shares, adjusted for any
bonus element.
Diluted loss per share is calculated as loss for the financial year attributable to members of the
parent, adjusted for:
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary
shares that have been recognised as expenses; and
50
THOR ENERGY PLC
•
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.
t)
Share based payments reserve
This reserve is used to record the value of equity benefits provided to employees, consultants
and directors as part of their remuneration and provided to consultants and advisors hired by
the Group from time to time as part of the consideration paid. The reserve is reduced by the
value of equity benefits which have lapsed during the year.
u)
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the
translation of the financial statements of foreign subsidiaries.
v)
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.
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.
51
THOR ENERGY PLC
w) 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.
x) 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 2023 that are expected to materially impact the Group’s Financial Statements.
y) Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRS requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amount of expenses during the period. Actual results may vary from the estimates
used to produce these Financial Statements.
Estimates and judgements are regularly evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
Items subject to such estimates and assumptions, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial
years, include but are not limited to:
•
Impairment of intangible assets – exploration and evaluation costs (Note 7)
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 awarded options and warrants over its unissued share capital to certain key
employees and to a broker for services rendered during a capital raise.
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
Management 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.
52
THOR ENERGY 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 2023
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
-
129
(263)
(134)
-
(134)
-
172
172
-
(29)
(29)
64
-
(449)
(385)
-
(385)
13,550
-
13,550
(189)
-
(189)
-
-
(1)
(1)
-
(1)
751
-
751
-
-
-
64
129
(713)
(520)
-
(520)
14,301
172
14,473
(189)
(29)
(218)
Net Assets
143
13,361
751
14,255
53
THOR ENERGY PLC
2. Revenue and segmental analysis – Group (continued)
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
Net Assets
3.
Expenses by nature
£'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)
1,080
13,343
-
-
-
-
-
-
-
13,745
1,107
14,852
(402)
(27)
(429)
14,423
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
2023
£’000
2022
£’000
30
45
8
206
301
15
45
-
237
346
Director and employees costed to exploration
(331)
(343)
Listing costs (ASX, AIM, registry, investor
relations)
273
343
Legal costs
Auditors’ remuneration for audit services above includes £34,860 (2022: £34,376) to PKF Littlejohn LLP for the
audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was £10,074
(2022: £10,637).
33
13
54
THOR ENERGY 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
$50,000 for services as Directors. In the case of Australian base Directors this annual fee is inclusive
of 10.50% (11.0% from 1 July 2023) as a company contribution to Australian statutory
superannuation schemes. The agreement allows for 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.
Ms Galloway Warland receives an annual full-time salary of $220,000 plus $24,000 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 2023
(i) Chairman
Alastair Clayton
Non-executive Chairman
(ii) Directors
Nicole Galloway Warland
Mark McGeough
Managing Director
Non-Executive Director
(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.
55
THOR ENERGY PLC
30 June 2023
Directors:
Alastair Clayton
Nicole Galloway Warland
Mark McGeough
Key Personnel:
Ray Ridge
30 June 2022
Directors:
Alastair Clayton
Mark Potter
Nicole Galloway Warland
Mark McGeough
Michael Billing
Key Personnel:
Ray Ridge
Paid/Payable in
cash
£’000
Shares
£’000
Total Salary
& Fees
Options
Total
£’000
£’000
£’000
28
144
34
41
-
-
-
-
28
144
34
41
-
-
-
6
28
144
34
47
Paid/Payable in
cash
£’000
Shares
£’000
Total Salary
& Fees
Options
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
(c) Compensation by category
Group
Key Management Personnel
Short-term (cash)
Share Option charges
Post-employment
2023
£’000
230
6
17
253
2022
£’000
267
241
16
524
(d) Equity and rights over equity instruments granted as remuneration
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 vested immediately and were expensed. 800,000 vested 12 May 2023 and
800,000 vest 12 May 2024 – these options are expensed over their vesting periods.
56
THOR ENERGY PLC
(e) Options holdings of Key Management Personnel
The movement during the reporting period in the number of options over ordinary shares in Thor
Energy PLC held, directly, indirectly or beneficially, by key management personnel, including their
personally related entities, is as follows:
Key Management
Personnel
Held at 30/6/22
or appointment
date
Options Granted
Options Granted
Held at 30/6/23
or retirement date
Vested and
exercisable at
30/6/23
Alastair Clayton
Nicole Galloway
Warland
Mark McGeough
Ray Ridge
8,000,000
16,000,000
8,000,000
4,900,000
-
-
-
-
-
-
-
-
8,000,000
8,000,000
16,000,000
16,000,000
8,000,000
8,000,000
4,900,000
4,100,000
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:
-
8,000,000
4,000,000
12,000,000
8,000,000
-
9,250,000
2,500,000
8,000,000
8,000,000
-
-
-
-
-
-
-
2,400,000
8,000,000
8,000,000
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.
5.
Taxation - Group
Analysis of charge in year
Tax on profit on ordinary activities
Factors affecting tax charge for year
2023
£’000
2022
£’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
2023
£’000
2022
£’000
(520)
(1,253)
25.0%
19.0%
Loss on ordinary activities multiplied by the standard rate of corporation tax
(130)
(238)
Effects of:
Future tax benefit not brought to account
Current tax charge for year
130
-
238
-
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.
57
THOR ENERGY PLC
6.
Loss per share
Loss for the year (£ 000’s)
2023
(520)
2022
(1,253)
Weighted average number of Ordinary shares in issue
222,800,090
201,434,141
Loss per share (pence) – basic
(0.2)p
(0.6)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. The weighted average number of
shares for the both the years ending 30 June 2023 and 30 June 2022 have been adjusted for the
10:1 share capital consolidation that occurred post year end, effective 31 August 2023.
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
At 30 June
£'000
2023
12,329
1,305
-
(953)
-
£'000
2022
10,120
1,354
330
525
-
12,681
12,329
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 2023, this impairment assessment resulted in an impairment expense of
Nil (2022: Nil), and Nil in deferred exploration costs written off (2022: Nil).
Molyhil Project Earn-in Agreement
The exploration asset at 30 June 2023 of £12,681,000 includes the carrying value of £8,933,000 for
the Molyhil Project in the Northern Territory, Australia. On 24 November 2022, the Company
announced the signing of a binding Heads of Agreement (“HOA”) with ASX-listed mineral exploration
and development company Investigator Resources Limited (ASX: IVR, “IVR”), to fund the accelerated
exploration of Thor’s 100%-owned Molyhil tenements (the “Tenements”), in the Northern Territory.
IVR paid Thor an upfront cash payment of A$100,000 upon execution of the agreement. Under the
agreement, Fram Resources Pty Ltd (“Fram”), a wholly-owned subsidiary of IVR, has the right to
earn, via a three-stage process, 80% interest in the Tenements as follows:
• Stage 1. Following exploration expenditure of A$1m within 18 months of execution of the
HOA, Fram will be entitled to a 25% interest in the Tenements and to receive Thor’s 40%
interest in the nearby Bonya tenement (EL29107). Upon the Fram’s exercise of this right, a
joint venture will come into effect, with the initial interests being 25% Fram and 75% Thor. If
58
THOR ENERGY PLC
Fram does not exercise its right, Fram will be deemed to have withdrawn from the HOA without
earning any equity in the Tenements. On the formalisation of Fram’s 25% joint venture
interest, IVR will issue Thor A$250,0000 of IVR shares at a deemed price equal to the higher
of the Volume Weighted Average Price for the 15-day trading period immediately preceding
the 25% earn-in date, or A$0.05 per share.
• Stage 2. If Fram spend an additional A$2m on exploration on or before the third anniversary
of the JV commencement date, Fram will be entitled to earn an additional 26% JV interest
(taking Fram’s total JV interest to 51%).
• Stage 3. If Fram spend a further A$5m on exploration (being in addition to the Stage 1 and
Stage 2 expenditure commitments) on or before the sixth anniversary of the JV
commencement date, Fram will be entitled to earn a further 29% interest in the Tenements
(taking Fram’s total JV interest to 80%). On formalisation of Fram’s 80% joint venture
interest, IVR shall issue Thor A$250,000 of IVR shares at a deemed price equal to the higher
of the Volume Weighted Average Price for the 15-day trading period immediately preceding
the 80% earn-in date, or A$0.05 per share.
8.
Investments
The Company holds 20% or more of the share capital of the following companies:
Company
Principal Activity
Exploration
Molyhil Mining Pty Ltd
Exploration
Hale Energy Pty Ltd
Dormant
Hamersley Metals Pty Ltd
Exploration
Pilbara Goldfields Pty Ltd
EnviroCopper Limited
Exploration
American Vanadium Pty Ltd Exploration
Exploration
Standard Minerals Inc
Cisco Minerals Inc
Exploration
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 6 The Parade,
Norwood, South Australia 5067. The registered office of Standard Minerals Inc and Cisco Minerals Inc
is 3500 Washington Avenue, Ste 200, Houston, TX 77007, United States.
(a) Investments Subsidiary companies:
Investment in subsidiary undertakings
Less: Impairment provision against investment
(b) Loans to subsidiaries:
Loans to subsidiary undertakings
Less: Impairment provision against loan
59
Company
£'000
£'000
2023
2022
2,637
2,637
(2,566) (2,319)
71
318
Company
£'000
£'000
2023
2022
17,901 15,614
(3,975) (2,964)
13,926 12,650
THOR ENERGY PLC
The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable
notice having regard to the financial stability of the company.
(c) Financial assets at fair value through profit or
loss:
Investment in Power Metal Resources Plc represented by:
Current
Non-current
Total financial assets
Consolidated
Company
£'000
£'000
£'000
2023
2022
2023
£'000
2022
124
-
124
-
395
395
124
-
124
-
395
395
During the first six month of the financial year, a total of 25,000,000 POW shares were sold on
market. The remaining 23,118,920 POW Shares were revalued to fair value as of 31 December 2022
at £324,000, being revalued at LSE closing price of £0.0140 for POW Shares on that date. A gain on
revaluation of £134,000 was recognised as a fair value adjustment through the Company’s Profit or
Loss (FVTPL).
A further 6,000,000 POW shares were sold on market in June 2023. The remaining 17,118,920 POW
Shares were revalued to fair value as of 30 June 2023 at £124,000, being revalued at LSE closing
price of £0.0073 for POW Shares on that date. A revaluation decrement of (£115,000) was recognised
as a fair value adjustment through the Company’s Profit or Loss (FVTPL). The total revaluation
decrement recognised at 30 December 2022 and 30 June 2023 was (£19,000).
All of the 17,118,920 POW Shares have been sold subsequent to 30 June 2023, for net proceeds of
£117,000, realising a loss on sale of £7,000 compared to the 30 June 2023 carrying value of
£124,000.
(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
Consolidated
Company
£'000
£'000
£'000
£'000
2023
2022
2023
2022
391
170
561
(6)
(35)
520
391
170
561
21
7
589
-
-
-
-
-
-
-
-
-
-
-
-
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
60
THOR ENERGY PLC
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
2023
£'000
2022
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
61
384
32
169
585
22
7
29
614
146
221
8
375
9
-
9
384
230
155
102
89
346
32
19
51
397
12
-
11
23
27
8
35
58
339
THOR ENERGY 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)
9. Deposits
Deposits with banks and Government agencies
10. Right of use asset
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.
472
(759)
(287)
197
(90)
(27)
707
(606)
101
(102)
(1)
-
Consolidated
Company
£'000
£'000
£'000
2023
2022
2023
£'000
2022
105
105
68
68
-
-
-
-
Consolidated
£'000
2023
£'000
2022
(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
Initial recognition of a new office lease
Depreciation expense
Foreign exchange translation gain / (loss)
(ii) IFRS 16 related amounts recognised in the
Statement of Comprehensive Income/(Loss)
Depreciation charge related to right of use asset
Interest expense on lease liabilities
Short term lease expenses
73
(14)
59
10
(10)
-
-
73
(15)
1
59
(15)
(3)
(16)
10
-
(10)
-
-
(10)
-
(24)
(iii) Total Full Year cash out flows for leases
(12)
(10)
62
Company
£'000
2023
£'000
2022
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
THOR ENERGY PLC
11. Property, plant and equipment
Plant and Equipment:
At cost
Accumulated depreciation
Total Property, Plant and Equipment
Movements in Carrying Amounts
Consolidated
Company
£'000
2023
127
(76)
51
£'000
£'000
2022
2023
£'000
2022
128
(66)
62
-
-
-
-
-
-
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
62
8
(4)
(15)
51
7
60
-
(5)
62
-
-
-
-
-
-
-
-
-
-
Consolidated
Company
£'000
£'000
£'000
2023
2022
2023
£'000
2022
15
20
35
196
40
236
-
-
-
9
2
11
At 30 June 2023 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.
13.
Current trade and other payables
Trade payables
Other payables
Consolidated
Company
£'000
2023
£'000
£'000
2022
2023
£'000
2022
(83)
(332)
(23)
(32)
(65)
(6)
(115)
(397)
(29)
(14)
(16)
(30)
The carrying amounts of trade and other payables are denominated in the following currencies:
UK Pounds
Australian Dollars
(29)
(86)
(30)
(29)
(30)
(367)
-
-
(115)
(397)
(29)
(30)
63
THOR ENERGY PLC
14. Lease liability
Lease Liability is represented by:
Current
Non-Current
Total Lease Liability
15. Issued share capital
Consolidated
Company
£'000
2023
£'000
£'000
2022
2023
£'000
2022
24
37
61
-
-
-
-
-
-
-
-
-
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)
2,392,912,840 Ordinary shares of £0.0001 each
(2022: 982,870,766 ‘Deferred Shares’ of £0.0029 each, 7,928,958,500 ‘A
Deferred Shares’ of £0.000096 each and 2,014,341,411 ordinary shares of
£0.0001 each)
2023
£'000
2022
£'000
2,850
2,850
761
239
761
201
3,850
3,812
Movement in share capital
Ordinary shares of £0.0001
Number
£’000
Number
£’000
2023
2022
At 1 July
2,014,341,411 3,812 1,625,719,488
3,773
Shares issued for cash
378,571,429
38
343,076,923
-
-
-
-
-
-
15,625,000
7,200,000
22,720,000
34
2
1
2
2,392,912,840 3,850 2,014,341,411
3,812
Shares issued for acquisitions
Shares issued to service providers
Warrants Exercised
At 30 June
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.
64
THOR ENERGY PLC
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 2023:
Number
20,280,0001
94,300,0002
16,000,0003
7,500,0004
4,000,0005
5,647,0586
2,433,5267
36,000,0008
31,250,0009
95,333,33310
14,400,00011
53,846,15312
7,692,30812
378,571,45113
Grant Date
Expiry Date
Exercise Price
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
17 May 2022
17 Aug 2021
20 Aug 2021
5 Jan 2023
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
12 May 2025
17 Aug 2023
17 Aug 2023
5 Jan 2025
GBP£0.13
AUD$0.03
AUD$0.02
AUD$0.025
GBP£0.013
GBP£0.013
GBP£0.009
767,253,829 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 Options granted to employees under the terms of the company’s shareholder approved employees share option
plan.
5 Granted to lead broker of a capital raise.
6 Options granted to lead investor of placement.
7 Options granted to a service provider.
8 Options were granted to Directors of the Company, as approved by shareholders.
9 Options granted as part of the consideration for an acquisition.
10 ASX listed options (ASX: THROC) granted to investors as part of a capital raise.
11 Options granted to employees under the terms of the Company’s shareholder approved employees share
option plan.
12 Granted to investors as part of a capital raise.
13 ASX listed options (ASX: THROD) 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
Number of
Warrants
Weighted Average
Exercise Price (GBP)
629,841,359
378,571,451
(241,158,981)
0.0103
0.0090
0.0105
Balance at the end of the year
The options outstanding at 30 June 2023 had a weighted average remaining number of days until expiry of 393
(2022: 370 days).
767,253,829
0.0092
65
THOR ENERGY PLC
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
Lapsed 8,333,000 @ £0.00393
Lapsed 5,000,000 @ £0.00362
Lapsed 22,000,000 @ £0.00306
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
Issued 14,400,000 ESOP @ £0.006300 1
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 94,642,858 to a service provider @ £0.0016 2
Options issued for an acquisition
31,250,000 options issued @ £0.00646
At 30 June
2023
2022
£’000
£’000
866
314
-
-
-
(33)
(18)
(67)
(23)
(14)
(68)
-
-
-
(118)
(105)
-
-
39
39
-
-
151
151
-
-
938
236
9
40
285
102
68
-
170
202
202
866
1 4,800,000 of 14,400,000 options vested immediately and were expensed when issued in the prior year ended
30 June 2022 (valued at £0.00630); 4,800,000 subsequently vested in May 2023, and the remaining 4,800,000
are due to vest in May 2024. All options are expensed over their vesting period.
2 94,642,858 options were issued to a service provider in January 2023, valued at £0.0016.
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 2023 or lapsed during the year ended 30 June 2023.
(i) Options comprising the share-based payments reserve at 30 June 2023
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
66
0.00%
£0.0035
A$0.010
93%
2.7%
3 yrs
£0.0016
THOR ENERGY PLC
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
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
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
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
67
0.00%
£0.0035
A$0.0095
93%
2.7%
3 yrs
£0.0017
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%
£0.00925
£0.0085
98%
0.110%
3yrs
£0.0058
0.00%
£0.0083
£0.010273
96%
0.130%
3yrs
£0.0045
THOR ENERGY PLC
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.
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
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$0.016
A$0.025
128%
2.51%
3yrs
£0.0063
Expiration period
Fair value expensed as a share-based payment*
Black Scholes valuation per option
4,800,000 Options vested immediately and were fully expensed when granted.
4,800,000 Options vested and expensed through to 12 May 2023.
4,800,000 Options vest 12 May 2024 and are being expensed through to that vesting date.
* The total value of options expensed as share-based payments during the year ended 31 June 2023
is £21,000 for relating to the 9,600,000 of these 14,400,000 options that are being expensed over
their vesting periods.
68
THOR ENERGY PLC
94,642,858 granted to a service provider on 5 January 2023
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.
(ii) Options exercised or lapsed in the year ended 30 June 2023
8,333,000 lapsed (granted for 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 lapsed (granted to 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
Fair Value recognised as part of the cost of the capital raising.
22,000,000 lapsed (granted to 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
0.00%
A$0.006
A$0.009
105%
3.35%
2yr
£0.0016
0.00%
£0.00998
A$0.030
108%
0.08%
1.72yrs
£0.00393
0.00%
£0.00925
USD$0.0175
102%
0.030%
1.5 yrs
£0.00362
0.00%
A$0.015
A$0.015
98%
0.53%
1yr
£0.00306
17. Analysis of changes in net cash and cash equivalents
Cash at bank and in hand - Group
1 July 2022 Cash flows
£’000
1,173
£’000
(269)
Non-cash
changes
£’000
(6)
30 June 2023
£’000
898
69
THOR ENERGY PLC
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to the Group’s mineral exploration
permits. The Group’s total annual exploration commitments, including rent, at 30 June 2023 were
£94,000 (2022: £293,000). 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. 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 2023, 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.
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a
financial liability or equity instrument of another enterprise.
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 Group does not generally enter into derivative transactions (such as interest rate swaps and
forward foreign currency contracts) and it is, and has been throughout the period under review, the
Group’s policy that no trading in financial instruments shall be undertaken.
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
2023
£’000
172
726
898
2022
£’000
145
1,028
1,173
The financial assets comprise interest earning bank deposits and a bank operating account.
19.1 Financial instruments by category
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.
70
THOR ENERGY PLC
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.
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
2023
Carrying
Amount
£’000
Fair Value
£’000
2022
Carrying
Amount
£’000
Fair Value
£’000
124
124
395
395
898
35
105
898
35
105
1,173
1,173
236
68
236
68
115
115
397
397
19.2 Financial instruments objectives and policies
The Company’s activities expose it to a variety of financial risks: currency risk, credit risk, liquidity
risk and cash flow interest-rate risk. These risks are limited by the Group’s financial management
policies and practices described below:
(a) Foreign currency exchange risks
The Group does not hedge its foreign currencies. Transactions with vendors are mainly
denominated in a small number of currencies, predominantly Australian Dollar, US Dollar and
British Pounds. Therefore, the directors consider that the currency exposure arising from these
transactions is not significant to the Group.
At present the Group does not have any formal policy for hedging against exchange exposure.
The Group may, when necessary, enter into foreign currency forward contracts to hedge against
exposure from currency fluctuations, however, the Group has not entered into any currency
forward contracts to date.
(b) Credit risk
As the Group had no turnover during the year; there is no significant concentration of credit
risk. The Group does not have written credit risk management policies or guidelines. The
Group’s cash is held in reputable banks. The carrying amount of these financial assets represent
the maximum credit exposure. No collateral was held as security and other credit
enhancements during the period. No financial assets are impaired or past due at the end of the
reporting period.
(c) Liquidity risks
To ensure liquidity, the Group maintains sufficient cash and cash equivalents to meet its
obligations as and when they fall due. All amounts included in liabilities are expected to fall due
within one year.
71
THOR ENERGY PLC
(d) Interest rate risk
The Group has no interest-bearing liabilities. Interest rates on bank deposits are based on the
relevant national interbank offered rates. The Group has no fixed interest rate assets.
The following table sets out the carrying amount, by maturity, of the financial instruments exposed
to interest rate risk:
30-June 2023 - Group
Financial Assets
Fixed rate
At call Account – AUD
At call Account – AUD
At call Account – STG
Financial Liabilities
Fixed Rate
Interest bearing liabilities
30-June 2022 - Group
Financial Assets
Fixed rate
At call Account – AUD
At call Account – STG
Financial Liabilities
Fixed Rate
Interest bearing liabilities
(e) Capital Risk management
Effective
Interest Rate
%
< 1 year
Maturing
>1 to <2
Years
>2 to <5
Years
Total
£’000
£’000
£’000
£’000
3.8%
3.3%
0%
0%
0%
262
464
172
898
-
1,028
145
1,173
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
262
464
172
898
-
1,028
145
1,173
-
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as
a going concern, in order to provide returns for shareholders and benefits for other stakeholders,
and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce
debt.
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 2023, the estimated recoverable amount converted to £13,926 (refer Note
8(b)).
Thor Energy 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
£10,214 was paid to Druces LLP Solicitors (2022: £26,066) on normal commercial terms.
Transactions with Directors and Director related entities are disclosed in Note 4.
21. Subsequent events
72
THOR ENERGY PLC
Following the shareholder approval on 23 August 2023, the Company implemented a share capital
consolidation for its quoted securities effective 31 August 2023. Under the capital consolidation, the
Company has reduced the number of its Ordinary Shares by way of a consolidation on the basis of
10 Ordinary Shares into one new ordinary share of 0.1 pence each. The total issued ordinary share
capital of the Company following the consolidation reduced from 2,392,912,840 to 239,291,284.
Pursuant to the consolidation, the number of options have also been consolidated in the same ratio
as the Ordinary Shares and the exercise price has been amended in inverse proportion to that ratio.
At the same General Meeting on 23 August 2023, shareholders approved performance shares for the
Company’s Directors as follows: 2,000,000 to Ms Galloway Warland, 500,000 to Mr Clayton and
500,000 to Mr McGeough (post consolidation numbers). The number of Performance Shares that will
vest and convert into Shares is based on the market price of Thor’s CDIs traded on the ASX in the
twelve months prior to the relevant first, second or third anniversary of the granting of the
Performance Shares (being 23 August), subject to the following:
• where the CDI price is below $0.25, no Performance Shares will convert; and
• where the CDI price is more than or equal to $0.50, the maximum Performance Shares, noted
above, will convert; and
• where the CDI price is between $0.25 and $0.50, the number of Performance Rights will be
less than the maximum and will be calculated in accordance with the formula set out in the
Notice of Meeting for the General Meeting.
The amount to vest at the second and third anniversaries shall be reduced by the amount of
Performance Shares that have previously vested. That is, the total amount of Performance Shares
to vest and convert into Shares shall not exceed the maximum (as detailed above) in aggregate over
the three-year period.
On 7 September 2023, the Company issued 6,250,000 Ordinary Shares at $0.04 per share, to raise
$0.25 million before costs. The shares will be subject to voluntary escrow for 12 months after the
date of issue. The funds will be directed towards Thor’s collaboration with Fleet Space Technologies
(“Fleet”) to accelerate mineral exploration at the Alford East Project by incorporating Fleet’s
EXOSHERE BY FLEET® technology which scans the ground using the advanced ANT seismic
tomography technique to collect data from faint background vibrations. The ANT surveys will seek
to delineate the weathered ‘troughs’ that host the oxide copper-REE mineralisation. The ANT results
will be integrated with Thor’s 3D geological model by using Artificial Intelligence and Machine Learning
to generate a new model for drill targeting higher-grade oxide copper-gold mineralisation.
The Company has sold its remaining 17,118,920 POW Shares subsequent to 30 June 2023, for net
proceeds of £117,000, realising a loss on sale of £7,000 compared to the 30 June 2023 carrying
value of £124,000 (Note 8(c)).
On 28 September 2023, the Company issued 23,809,524 ordinary shares at $0.042 per share, to
raise $1 million before costs. All placees also received one Placement Option for each Share
subscribed, being total of 23,809,524 options with exercise price of $0.09 and expiring in January
2025. The Company also granted 5,800,000 Broker Options to GBA Capital as part of consideration
for services provided as lead manager for the capital raise. These Options will be of the same class
as those Options issued to the Australian placees. The funds raised will be utilised to accelerate
drilling activities at the USA uranium and vanadium assets, including the proposed 4,000m RC drilling
program at the Radium Mountain/Wedding Bell Project, Colorado, followed by a maiden drilling
campaign at Vanadium King Project, Utah. Drilling commences in September 2023, with a secured
drilling contractor Boart Longyear.
Other than the above, there has not been any other material events arising subsequent to 30 June
2023 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.
73
THOR ENERGY PLC
ASX Additional Information
Additional information required by the Australian Stock Exchange Limited Listing Rules and not
disclosed elsewhere in this report.
The information set out in this section may differ to the number of securities presented elsewhere
in the annual report due, as this section reflects the 10:1 share capital consolidation that occurred
on 31 August 2023, following shareholder approval.
Under the share capital consolidation, the Company has reduced the number of its Ordinary Shares
and CDIs by way of a consolidation on the basis of 10 Ordinary Shares into one new ordinary share
of 0.1 pence each. The total issued ordinary share capital of the Company following the consolidation
reduced from 2,392,912,840 to 239,291,284 (inclusive of ASX listed CDIs). Pursuant to the
consolidation, the number of options have also been consolidated in the same ratio as the Ordinary
Shares and the exercise prices have been amended in inverse proportion to that ratio.
Date and Place of Incorporation, and Application of Takeover Provisions
a)
b)
c)
The Company was incorporated in England on 3 November 2004, and reregistered as a public
company 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 Energy 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 Energy 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 12 September 2023)
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.
74
THOR ENERGY PLC
Securities in issue as at 12 September 2023
Total shares and CDIs on issue are 245,541,284.
Total listed warrants on issue are 9,533,323 (ASX: THROC) and 37,857,122 (ASX THROD).
Total unlisted warrants are 57,513,502.
Performance Shares of 3,000,000 are held by Directors: 2,000,000 to Ms Galloway Warland,
500,000 to Mr Clayton and 500,000 to Mr McGeough. The total number of Performance Shares that
will vest and convert into Shares is based on the market price of Thor’s CDIs traded on the ASX in
the twelve months prior to the relevant first, second or third anniversary of the granting of the
Performance Shares (being 23 August).
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
337
570
484
1,058
293
2,742
The number of Australian shareholders (CDI holders) holding less than a marketable parcel is
1,264.
The marketable parcel size of $500 equates to 12,500 CDIs.
Category (number of ASX listed warrants THROC)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Category (number of ASX listed warrants THROD)
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
-
-
4
28
25
57
Number of Holders
1
-
-
19
47
67
Number of Holders
-
-
-
-
23
23
Substantial holder notifications
On 28 March 2023, the Company lodged in the UK a substantial holder notice received from Damost
Pty Ltd, noting an interest of 207,000,000 Ordinary Shares (held as CDIs) being 8.65% in the total
ordinary shares on issue at that time.
75
THOR ENERGY PLC
Twenty largest shareholders (Ordinary Shares and CDI’s) as at 12 September 2023
Name
Number of
shares held
DAMOST PTY LTD
20,900,000
Percentage
of shares
held
8.51%
BARCLAYS DIRECT INVESTING NOMINEES LIMITED
HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942>
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
HARGREAVES LANSDOWN (NOMINEES) LIMITED
FLEET INVESTMENT FUND PTY LTD
CITICORP NOMINEES PTY LIMITED
HARGREAVES LANSDOWN (NOMINEES) LIMITED
HSDL NOMINEES LIMITED
HSDL NOMINEES LIMITED
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
MRS DIANNE JOY CARTER
INTERACTIVE BROKERS LLC
THE BANK OF NEW YORK (NOMINEES) LIMITED <672938>
MR MICHAEL ROBERT BILLING & MRS BRONWYN BILLING
HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED <731504>
LAWSHARE NOMINEES LIMITED
MBB TRADING PTY LTD
VIDACOS NOMINEES LIMITED
10,652,580
4.34%
10,436,450
9,451,953
4.25%
3.85%
7,920,168
3.23%
6,394,307
6,250,000
4,867,687
4,583,604
3,872,375
3,767,507
2,890,577
2,700,000
2,206,444
2,025,698
1,917,282
1,669,928
1,665,180
1,640,447
1,608,303
2.60%
2.54%
1.98%
1.87%
1.58%
1.53%
1.18%
1.10%
0.90%
0.82%
0.78%
0.68%
0.68%
0.67%
0.66%
TOTAL
107,420,490
43.75%
76
THOR ENERGY PLC
Twenty largest listed warrant/option holders as at 12 September 2023
ASX: THROC, Exercise price $0.20, 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
M & K KORKIDAS PTY LTD
GOFFACAN PTY LTD
EMERGING EQUITIES PTY LTD
PAC PARTNERS SECURITIES PTY LTD
MR CRAIG RUSSELL STRANGER
MR PETER ANDREW PROKSA
MR JOSHUA GORDON
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
MR DAVID FAGAN
TOTAL
Number of
options held
1,000,000
Percentage
of options
held
10.49%
851,401
642,333
409,926
400,000
400,000
379,157
356,842
330,000
330,000
260,000
255,420
254,377
253,333
250,000
232,000
220,000
200,000
180,952
170,280
8.93%
6.74%
4.30%
4.19%
4.19%
3.98%
3.74%
3.46%
3.46%
2.73%
2.68%
2.67%
2.66%
2.62%
2.43%
2.31%
2.10%
1.90%
1.79%
7,376,021
77.37%
77
THOR ENERGY PLC
ASX: THROD, Exercise price $0.09, expiry date 5 January 2025
Name
MR PETER ANDREW PROKSA
CITICORP NOMINEES PTY LIMITED
MR PETER ANDREW PROKSA
GAZUMP RESOURCES PTY LTD
PAC PARTNERS PTY LTD
BNP PARIBAS NOMS PTY LTD
EMERGING EQUITIES PTY LTD
MR CRAIG RUSSELL STRANGER
MISHTALEM PTY LTD
RIYA INVESTMENTS PTY LTD
MR DAVID FAGAN
MR DAVID FAGAN
MR GERVAISE ROBERT JOHN HEDDLE
GOFFACAN PTY LTD
MONERIS PTY LTD
MRS BROOKE LAUREN PICKEN
METAL TIGER PLC
MR MD AKRAM UDDIN
MR ERROL BOME & MRS MELANIE BOME
SHANTO PTY LTD
TOTAL
Unlisted Option / Warrants as at 12 September 2023
Number of
options held
6,074,725
Percentage
of options
held
16.05%
4,264,245
11.26%
4,100,000
10.83%
2,050,000
1,892,857
1,764,700
1,419,642
1,419,642
1,273,571
1,092,610
890,109
800,000
750,000
707,000
500,000
473,214
464,285
435,000
428,571
5.42%
5.00%
4.66%
3.75%
3.75%
3.36%
2.89%
2.35%
2.11%
1.98%
1.87%
1.32%
1.25%
1.23%
1.15%
1.13%
400,000
1.06%
31,200,171
82.42%
Option Holders
Exercise Price £0.054
Exercise Price £0.085
Exercise Price A$0.26
Exercise Price £0.10273
Exercise Price £0.13
Exercise Price A$0.30
Exercise Price A$0.25
TOTAL
Expiry Date
23-Oct-23
27-Jan-24
28-Sep-23
4-Mar-24
22-Nov-25
25-Nov-26
12-May-25
Number
of
Holders
1
1
3
1
4
1
12
23
Number of
Warrants
400,000
564,705
750,000
243,352
3,600,000
3,125,000
1,440,000
Percentage of
Total
Warrants
3.95%
5.58%
7.41%
2.40%
35.56%
30.87%
14.23%
10,123,057
100%
78
THOR ENERGY PLC
Securities held on Escrow
6,250,000 CDIs are held in voluntary escrow until 8 September 2024. No other shares or CDIs are
held in escrow.
Stock Exchanges
Thor Energy 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.thorenergyplc.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 Energy 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 September 2023.
79
THOR ENERGY PLC
Tenement Schedule
At 30 June 2023, the consolidated entity holds an interest in the following Australian tenements:
Project
Tenement
Area
kms2
Area ha. Holders
EL22349
228.10
Molyhil Mining Pty Ltd
9.51
Molyhil Mining Pty Ltd
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Molyhil
Bonya
Bonya
EL31130
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
Molyhil Mining Pty Ltd
Molyhil Mining Pty Ltd
Company
Interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
40%
40%
Panorama
E46/1190
Ragged Range
E46/1262
Corunna Downs
E46/1340
Bonney Downs
E46/1355
Hamersley Range
E46/1393
204.5
74.54
35.03
57.3
48
38
11
Pilbara Goldfields Pty Ltd
100%
Pilbara Goldfields Pty Ltd
100%
Pilbara Goldfields Pty Ltd
100%
Pilbara Goldfields Pty Ltd
100%
Pilbara Goldfields Pty Ltd
100%
On 30 June 2023, the consolidated entity holds 100% interest in the uranium and vanadium projects
in USA 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
100%
Groundhog
(Colorado)
CMC292159 to
CMC292258
Groundhog-001 to
Groundhog-100
100 blocks (2,066
acres)
Standard
Minerals Inc
100%
80