TIDMTHR
RNS Number : 8450O
Thor Mining PLC
25 September 2013
25 September 2013
Thor Mining PLC ("Thor" or the "Company")
Annual Results
The Directors of Thor Mining PLC (AIM, ASX: THR) The exploration
company focused on gold and base metals projects and advancing
tungsten-molybdenum projects in Australia, are pleased to announce
the Company's annual results for the year ended 30 June 2013.
The following announcement was today released on the Australian
Stock Exchange ("ASX) as required under the listing rules of the
ASX.
A copy of the annual report will be posted to shareholders on 31
October 2013 and is also available on the Company's website
www.thormining.com.
Enquiries:
Mick Billing +61 (8) 7324 Thor Mining PLC Executive Chairman
1935
Allan Burchard +61 (8) 7324 Thor Mining PLC CFO/Company Secretary
1935
Colin Aaronson/ +44 (0) 207 383 Grant Thornton Nominated Adviser
David Hignell/ 5100 UK LLP
Jamie Barklem
Nick Emerson/ +44 (0) 1483 SI Capital Limited Broker
Andy Thacker 413500
Alex Walters +44 (0) 7771 Cadogan PR Financial PR
713608
+44 (0) 207 839
9260
Updates on the Company's activities are regularly posted on
Thor's website www.thormining.com, which includes a facility to
register to receive these updates by email.
Chairman's Statement
The year ended June 2013 was a challenging period for many small
resource companies, and Thor shared a number of those challenges.
Depressed financial markets and delays in achieving critical
milestones at our Molyhil Tungsten Project tried the patience of
the management team and investors. However, we made very good
progress at our gold project at Spring Hill, and have increasing
confidence of a positive outcome for Molyhil in due course.
Tungsten
At Molyhil, following completion of the Definitive Feasibility
Study, we commenced marketing activities to secure concentrate
off-take agreements, as well as a number of optimisation
initiatives to extend the life of the project and improve
commercial returns. While these efforts have not yet resulted in
the ultimate desired outcomes, substantial progress has been made,
and it is hoped that we will be able to announce positive results
before the end of this calendar year.
Gold
Within the two years since the acquisition of the initial 25%
interest in Spring Hill, substantial progress has been made. This
year, in addition to extending the resource, a Memorandum of
Understanding was signed for processing of ore at a nearby
facility, and on 24 June 2013 we announced the results of a study
which may lead to the commencement of gold production, at very low
capital cost, within the next twelve months.
Thor now holds a 51% interest in Spring Hill and we expect to
achieve our goal to increase this interest to 80% by the due date
of 31 January 2014.
At Dundas in Western Australia, progress was limited as we
concentrated all available funds on the other projects; however,
looking forward, we hope to be in a position to test a number of
promising targets in the near term.
Corporate activities
During the year under review, we continued to raise funds from a
number of share placings (or "placements") to new and existing
institutional and sophisticated investors in the United Kingdom. An
Open Offer to all shareholders in the first half of 2013 also
contributed funds and I thank those shareholders who supported the
company at the time.
In addition, the company has borrowed A$1 million to assist in
funding our exploration and development activities, as well as
general working capital requirements. The lender has been provided
with mortgages over certain of the Group's tenements, and options
to acquire shares in the company to a value of $1 million,
exercisable in March 2016 and June 2016.
Personnel
The Directors and I gratefully acknowledge the efforts of our
very small team including contractors and consultants who have
assisted us during the past year and continue to assist as we
explore our projects and move towards development of mining
operations.
Outlook
The Directors are confident of continued progress across the
Group in the coming year. We look forward with confidence to
commencing development at Molyhil, and also to building the size
and scope of our gold portfolio.
Michael Billing
Chairman and Chief Executive Officer
20 September 2013
REVIEW OF OPERATIONS
Molyhil Tungsten Project
Molyhil Definitive Feasibility Study (DFS)
The 100% owned Molyhil tungsten project is located 220
kilometres north-east of Alice Springs (320km by road) within the
prospective polymetallic province of the Proterozoic Eastern Arunta
Block in the Northern Territory.
In June 2012 Thor completed the necessary mining and production
schedules and incorporated the results into a feasibility model,
along with previously published parameters, to produce the
feasibility study, the outcome of which was positive.
The results of the study show:
-- EBIT returns provide for 21 month payback period
-- All equity Net Present Value (NPV) of A$28 million at a
discount rate of 8% (A$23 million @ 10% or A$36 million @ 5%) after
tax.
-- All equity Internal Rate of Return (IRR) of 24% after tax.
-- Production cost of A$125/metric tonne unit (mtu) concentrate
(after deduction of molybdenum bi-product credits) compared with
revenue of A$354/mtu.
-- Mine life of 4 years, derived from the updated open cut ore
reserve statement published on 30 May 2012.
-- Capital expense of A$70 million.
-- Before tax surplus cash of A$62 million after recovering the original investment.
The DFS was prepared by Thor Mining PLC using data and
information supplied by third party consultants for key components,
including:
-- Resource estimates and open cut ore reserve statement;
-- Mine planning;
-- Capital and operating costs;
-- Metallurgical processes and outcomes;
-- Commodity prices and exchange rates;
-- Environmental studies
Molyhil Development Schedule
The development schedule for Molyhil is based on the timing of
execution of sales agreements for off-take of tungsten
concentrates, and molybdenum concentrates, and also securing
finance. Settlement of these, in depressed market conditions, has
experienced unfortunate delays, however directors are committed to
this process and there is confidence that these will be secured in
the near term. From the time of approval of finance, the period to
production of first concentrates is estimated at 12 months.
Molyhil Enhancement Potential
The Molyhil mining plan is derived from the open cut ore reserve
statement, and therefore the life of the proposed operation in the
DFS is of the order of 4 years. Pit optimisation studies by Runge,
however, reveal that a relatively modest 7% improvement in economic
factors has the potential to increase the reserve and mining life
by over 50%. By contrast, a 20% deterioration in economic factors
shows a modest 13% reduction in mining life and reserve.
The potential beyond the current estimated life may include:
-- Extending the open cut operation and/or underground mining to
extract more of the 65% of the resource, laterally and at depth,
which is not included in the ore reserve. This may be achieved via
a number of initiatives which are expected to reduce the cost of
production, thus rendering more of the resource economically viable
to extract.
-- Exploitation of potential resources to be developed from
other known tungsten occurrences and exploration targets within
viable trucking distance of Molyhil.
Metal Prices
A the time of writing this report the selling price in Europe of
Tungsten APT sits at US$415/mtu, while the price of Molybdenum
Roasted Concentrates is US$9.65/lb.
Spring Hill Gold Project
The Spring Hill project is located approximately 150 km south of
Darwin in the Northern Territory. The location is served by
all-weather access and is in close proximity to the sealed arterial
Stuart Highway, north-south rail, gas pipeline and trunk power
lines.
Thor holds a 51% interest in this project, and is in the process
of exercising rights to acquire up to an 80% interest.
During the year Thor signed a non-binding Memorandum of
Understanding (MOU) in respect of toll treatment of ore from Spring
Hill.
The agreement is between Spring Hill's two co-venturers, Thor
Mining PLC and Western Desert Resources Limited (ASX: WDR), and
Crocodile Gold Australian Operations Pty Ltd, a subsidiary of
Toronto-listed Crocodile Gold Corporation (TSX "CRK").
Crocodile Gold operates the Union Reefs gold processing
facility, approximately 20 kilometres from Spring Hill, and
currently has excess processing capacity.
Subsequently, In June 2013 the directors announced that Thor is
preparing for mine development at Spring Hill following positive
results of a study to extract near surface oxide ore from the
project. An opportunity has been identified which may expedite
early environmental and regulatory approval to mine shallow
oxidised ore by constraining the initial mine plan to extract only
near surface oxide material for processing off-site. Mining of
deeper transition and primary ore will be subject to subsequent
studies and approval applications.
This resulted from a pit optimisation study which determined
that approximately 900,000 tonnes of ore from the upper portions of
the resource can be mined, delivering over 40,000 ounces of gold at
a cost of A$1,170/oz.
Exploration
During the 2012 dry season, a drilling program successfully
demonstrated that mineralisation continued at depth below the
existing Hong Kong lode, and also identified a potential new zone
of mineralisation located between the Hong Kong and Western
lodes.
The objectives of the 2013 dry season drilling program include
testing for confirmation that this new zone of mineralisation
extends towards the surface.
Resource Upgrade
Following completion of the 2012 drilling program an independent
resource update estimate was commissioned. The result of the Spring
Hill resource estimate update is an Indicated Resource of 450,000
oz. gold within 10.0Mt @ 1.40 grams per tonne (g/t) gold using a
0.5 g/t cut-off grade, to a maximum depth of 150 metres, which is
considered the nominal limit for open pit mining. The entire
resource is classified as Indicated.
The updated resource represents up to an 11.8% increase in
contained metal over the previous estimate completed in 2003. The
mineralisation continues at depth.
Exploration projects
Dundas Gold Project
Thor holds a 60% interest in the Dundas Gold Project south-east
of Norseman in Western Australia, and has rights to increase that
equity to 100%.
Two prospects with geochemical anomalies (Algron & Bifrost)
are scheduled and permitted for drill testing as soon as finance
for the program is available. Reverse circulation (RC) drilling
will follow up positive aircore drilling results.
The information in this report that relates to exploration
results is based on information compiled by Richard Bradey, who
holds a BSc in applied geology and an MSc in natural resource
management and who is a Member of The Australasian Institute of
Mining and Metallurgy. Mr Bradey is an employee of Thor Mining PLC.
He has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person
as defined in the 2004 Edition of the 'Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore
Reserves'. Richard Bradey consents to the inclusion in the report
of the matters based on his information in the form and context in
which it appears.
Reserves and Resources
Tungsten and Molybdenum
Summary of Molyhil Mineral Resource Estimate
Mineral Resource reported at 0.1% combined Mo + WO(3) Cut-off
and above 200mRL only.
Molyhil Open Cut Ore Reserve Statement
-- Estimate has been rounded to reflect accuracy
-- All estimates are on a dry tonne basis
-- The reserve estimate extends to a maximum depth below surface of 122 metres
-- The statement is derived from the Indicated portion of the
resource estimate only, and the Inferred portion is excluded from
the calculations. The long term prices used were A$388/mtu for
WO(3) and A$15.6/lb for Mo at an exchange rate of US$0.83 to
A$1.00. The WO(3) and Mo Processing Recovery used was 85% and 80%
respectively.
The information in this report that relates to the Molyhil
Mineral Resource is based on information compiled by Mr Trevor
Stevenson who is a Fellow and Chartered Professional of the
Australasian Institute of Mining and Metallurgy, a member of the
Mineral Industries Consultants Association and is a full-time
employee of RungePincockMinarco Limited. Mr Stevenson has
sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person
as defined in the 2004 Edition of the 'Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore
Reserves'. Mr Stevenson consents to the inclusion in the report of
the matters based on his information in the form and context in
which it appears.
The Molyhil Ore Reserves estimate in the Statement was based on
information compiled and reviewed jointly by Mr Alan Dickson and Dr
Andrew Newell. Alan Dickson is a Fellow and Chartered Professional
of the Australasian Institute of Mining and Metallurgy, and is an
associate of RungePincockMinarco. Alan Dickson, has sufficient
experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity he is
undertaking to qualify him as a Competent Person as defined in the
2004 Edition of the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves. Andrew Newell is a
Chartered Professional Member of both the Australasian Institute of
Mining and Metallurgy and the Institute of Engineers, Australasia
and a full time employee of RungePincockMinarco. Andrew Newell, has
sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity he is undertaking to qualify him as a Competent Person as
defined in the 2004 Edition of the Australasian Code for Reporting
of Exploration Results, Mineral Resources and Ore Reserves.
Gold
Spring Hill Resource Estimate
Thor Mining PLC holds equity rights to 80%of this resource
Cut-off grade: 0.5 g/t.
Total resource classified as indicated.
Estimate: McDonald Speijers, November 2012
The information in this report that relates to the Spring Hill
Mineral Resource is based on information compiled by Diederik
Speijers who is a Fellow of The Australasian Institute of Mining
and Metallurgy. Mr Speijers is the principal of consulting firm
McDonald Speijers. He has sufficient experience which is relevant
to the style of mineralisation and type of deposit under
consideration and to the activity which he is undertaking to
qualify as a Competent Person as defined in the 2004 Edition of the
'Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves'. Diederik Speijers consents to the
inclusion in the report of the matters based on his information in
the form and context in which it appears.
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 2013.
Review of Operations
The net result of operations for the year was a loss of
GBP1,124,000 (2012 loss: GBP959,000).
A detailed review of the Group's activities is set out in the
Review of Operations.
Directors and Officers
The names and details of the Directors and officers of the
company during or since the end of the financial year are:
Michael Robert Billing - CPA - B Bus MAICD - Executive Chairman
and CEO.
Mick Billing has over 38 years of mining and agri-business
experience and a background in finance, specialising in recent
years in assisting in the establishment and management of junior
companies to the position where they can be sustainable businesses.
His career includes experience in company secretarial, senior
commercial, and CFO roles including lengthy periods with
Bougainville Copper Ltd and WMC Resources Ltd. He has worked
extensively with junior resource companies over the past 15 years.
He was appointed to the Board in April 2008.
He is also a director of ASX listed company Southern Gold
Limited and is a past director of Western Desert Resources
Limited.
Michael Kevin Ashton - Non-Executive Director
Mick Ashton owns a timber manufacturing business located in
South Australia and is a major shareholder in a successful
exploration drilling company located in Victoria, which has both
Australian and international activities. He has extensive knowledge
and experience in the exploration and mining industries, which
dates back over 40 years. He was appointed to the Board in April
2008.
He is also a Director of ASX listed company Western Desert
Resources Limited.
Gregory Durack - Non-Executive Director
Greg Durack is a Member of the Australian Institute of Mining
and Metallurgy. He is a metallurgist, with over 30 years'
experience in Australia, Papua New Guinea and Greece having worked
primarily on gold projects, in operational and development
management roles. Greg was appointed to the Board in July 2005.
He is a past Chief Executive Officer of ASX listed company,
Jupiter Mines Limited.
Trevor John Ireland - F.Aus IMM - Non-Executive Director
Trevor Ireland is a geologist with more than 40 years experience
in mineral exploration and corporate management. He has been
involved both as a Manager and as a Company Director with mineral
discoveries, economic evaluations and new mine developments
covering gold, nickel, uranium and bauxite deposits in Australia
and in several African countries. He is particularly associated
with the discovery and development of The Granites and Callie gold
mines in the Tanami region of the Northern Territory by North
Flinders Mines Ltd. He served as a Director and Exploration Manager
- Europe & Africa for Normandy La Source SAS, overseeing the
evaluation of Ahafo and Akeyem gold ore bodies in Ghana, and
Tasiast gold in Mauritania, all of which have subsequently reached
development or operating status. He is currently a consultant to a
number of junior resources companies. Trevor was appointed to the
Board in March 2010.
David Edward Thomas - BSc(Eng), ARSM, FIMM, FAusIMM (CPMin) -
Non-Executive Director
David Thomas is a Mining Engineer from Royal School of Mines,
London, with experience in all facets of the mining industry.
He has worked for Anglo American in Zambia, Selection Trust in
London, BP Minerals, WMC and BHP Billiton in Australia in senior
positions in mine and plant operational management, and is
experienced in project management and completion of feasibility
studies. He has also worked as a consultant in various parts of the
world in the field of mine planning, process plant optimisation,
business improvement and completion of studies.
His most recent role was as Deputy Project Director for BHP
Billiton's proposed expansion at Olympic Dam, South Australia.
David was appointed to the Board 11 April 2012.
Allan Burchard - Chief Financial Officer/Company Secretary
Mr. Allan Burchard was appointed as Chief Financial Officer and
Company Secretary in November 2010. He is a chartered accountant
with 40 years experience, including 20 years as an audit partner in
Australia and Kazakhstan with KPMG, an international accounting and
advisory firm. He continues to hold Board and advisory positions
with a number of Adelaide based private companies and
not-for-profit organisations.
Stephen F Ronaldson- Joint Company Secretary (U.K.)
Mr Stephen Ronaldson is the joint company secretary as well as a
partner of the Company's UK solicitors, Ronaldsons Solicitors
LLP
Mr Ronaldson has an MA from Oriel College, Oxford and qualified
as a Solicitor in 1981. During his career Mr Ronaldson has
concentrated on company and commercial fields of practice
undertaking all issues relevant to those types of businesses
including capital raisings, financial services and Market Act work,
placings and admissions to AIM and Ofex. Mr Ronaldson is currently
company secretary for a number of companies including eight AIM
listed companies.
Richard Bradey- Exploration Manager
Mr Richard Bradey is a Geologist with over 20 years exploration
and development experience. He holds a Bachelor of Science in
Applied Geology and a Masters Degree in Natural Resources. His
career includes exploration, resources development and mine geology
experience with a number of Australian based mining companies.
Executive Director Service contracts
All Directors are appointed under the terms of a Directors
letter of appointment. Each appointment provides for annual fees of
Australian dollars $40,000 for services as Directors plus 9%,
(9.25% as of 1 July 2013) as a company contribution to Australian
statutory superannuation schemes. The agreement allows that any
services supplied by the Directors to the Company and any of its
subsidiaries in excess of 2 days in any calendar month, may be
invoiced to the Company at market rate, currently at A$1,000 per
day for each Director other than Mr David Thomas who is paid
A$1,500 per day.
Principal activities and review of the business
The principal activities of the Group are the exploration for
and potential development of tungsten and molybdenum deposits in
the Northern Territory of Australia and exploration for, and
potential development of, gold projects. The primary tungsten and
molybdenum asset comprises the Molyhil -Tungsten- Molybdenum
Project ("Molyhil"). The gold projects are located in the
Albany-Fraser Orogen at the margin of Western Australia's gold rich
Archaean Yilgarn Craton and also in the Pine Creek area of Northern
Territory. The Company has acquired a 51% interest in the Spring
Hill Gold Project with agreed terms to increase that interest to
80%.
A detailed review of the Group's activities is set out in the
Review of Operations.
Debt Facility Agreement
During the year ended 30 June 2013, the Company entered into a
debt facility agreement (the "agreement") whereby the lender agreed
to loan an amount of up to A$1,000,000 to the company to fund:
-- In part, exploration and development expenditure on projects
held by subsidiary companies, TM Gold Pty Ltd and Molyhil Mining
Pty Ltd.
-- General working capital requirements of the company and its subsidiaries.
The amount was fully drawn down during the year. As
consideration for this agreement:
-- The company has issued to the lender 147,068,896 options in
two tranches, exercisable for A$1,000,000, not later than 19 March
2016 and 3 June 2016.
-- The subsidiary companies, Molyhil Mining Pty Ltd and T M Gold
Pty Ltd have each granted a mortgage over certain tenements,
generally comprising that company's project at Molyhil and Spring
Hill respectively on which it holds mineral licences or exploration
licenses.
Further details are included in Note 13 to the accounts
Business Review and future developments
A review of the current and future development of the Group's
business is given in the Chairman's Statement and the Chief
Executive Officer's Review of Operations on pages 3-13.
Results and dividends
The Group incurred a loss after taxation of GBP1,124,000 (2012
loss: GBP959,000). No dividends have been paid or are proposed.
Key Performance Indicators
Given the nature of the business and that the Group is on an
exploration and development phase of operations, the Directors are
of the opinion that analysis using KPIs is not appropriate for an
understanding of the development, performance or position of our
businesses at this time.
Post Balance Sheet events
In August 2013, the company raised GBP697,250 (before costs)
through separate issues of 148,888,887 shares at 0.225 pence per
share and 144,900,000 shares at 0.250 pence per share.
In conjunction with that process, and recognising that prior to
that date, the nominal value of shares in the company was 0.3
pence, the company's shareholders approved on 3 September 2013, 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 .01 pence, which will
continue as the company's listed securities.
-- Deferred shares with a 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 GBP1 and then cancelled. These deferred
shares will not be quoted and are effectively worthless.
Subject to the above matters, there were no material events
arising subsequent to 30 June 2013 to the date of this report which
may significantly affect the operations of the Company, the results
of those operations and the state of affairs of the Company in the
future.
At the date these financial statements were approved, 20
September, 2013, the Directors were not aware of any other
significant post balance sheet events other than those set out in
the notes to the financial statements.
Substantial Shareholdings
At 10 September 2013, the following had notified the Company of
disclosable interests in 3% or more of the nominal value of the
Company's shares:
Ordinary shares %
Xcap Nominees Limited 182,581,666 14.3
Western Desert Resources Limited (1) 68,886,963 5.40
HSDL Nominees Limited 62,131,672 4.87
Barclayshare Nominees Limited 56,585,080 4.43
TD Direct Investing Nominees (Europe) Limited 55,522,960 4.35
Peel Hunt Holdings Limited 46,337,045 3.63
(1) Michael Ashton is a Director of Western Desert Resources
Limited.
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 2013
were follows:
Ordinary Shares/CDIs Unlisted Options
30 June 2013 30 June 2012 30 June 2013 30 June 2012
Michael Billing 16,783,345 9,320,657 5,731,344 2,000,000
Michael Ashton 21,275,602 13,862,915 5,731,344 2,000,000
Gregory Durack 6,111,944 3,126,869 3,492,538 2,000,000
Trevor Ireland 5,537,786 3,798,980 3,119,403 2,000,000
David Thomas 3,328,359 - 1,164,180 -
Allan Burchard 678,060 300,000 689,030 500,000
Richard Bradey 794,800 500,000 1,000,000 500,000
Directors' Remuneration
The Company remunerates the Directors at a level commensurate
with the size of the Company and the experience of its Directors.
The Remuneration Committee 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 5 to the
financial statements.
The Australian based directors are paid on a nominal fee basis
amount to A$40,000 per annum (GBP24,800). For the year ended 30
June 2013, the Directors elected to accept half fee arrangements
until further notice.
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.
Short-term Options
employee Share Options (based
Salary Total Fees benefits Granted upon
and Post Employment for Services Salary during Black-Scholes
2013 Fees Superannuation rendered & Fees the year formula) Total Benefit
GBP'000 GBP'000 GBP'000 GBP'000 No. GBP'000 GBP'000
Directors:
Michael
Billing(2) 115 1 116 116 0 0 116
Gregory Durack
(1) 13 0 13 13 0 0 13
Michael Ashton 13 1 14 14 0 0 14
Trevor Ireland 26 1 27 27 0 0 27
David Thomas(2) 64 1 65 65 0 0 65
Key Personnel:
Richard Bradey 136 12 148 148 500,000 3 151
Allan Burchard 52 0 52 52 0 0 52
2013 Total 419 16 435 435 500,000 3 438
----------------- ------- --------------- ------------- ---------- ------------- ---------------- -------------
(1) Fees payable to Mr. Durack are paid to Martineau Resources
Pty Ltd.
(2) As at 30 June 2013, accrued amounts of GBP61,445 and
GBP19,035 respectively remained unpaid to Messrs. Billing and
Thomas.
Short-term Options
employee Share Options (based
Salary Total Fees benefits Granted upon
and Post Employment for Services Salary during Black-Scholes
2012 Fees Superannuation rendered & Fees the year* formula)* Total Benefit
GBP'000 GBP'000 GBP'000 GBP'000 No. GBP'000 GBP'000
Directors:
Michael Billing 133 1 134 134 0 0 134
Gregory Durack
(1) 13 0 13 13 0 0 13
Michael Ashton 13 1 14 14 0 0 14
Trevor Ireland 49 1 50 50 0 0 50
David Thomas 34 0 34 34 0 34
Norman Gardner(2) 2 0 2 2 0 0 2
Key Personnel:
Richard Bradey 131 19 150 150 0 0 150
Allan Burchard 53 0 53 53 0 0 53
2012 Total 428 22 450 450 0 0 450
----------------- ------- --------------- ------------- ---------- ------------- ---------------- -------------
1 Fees payable to Mr. Durack are paid to Martineau Resources Pty
Ltd.
2 Mr. Gardner ceased employment with the company on 16 August
2011.
*Options are granted at an exercise price above the existing
share price as at the date of grant. The value of options granted
during the period has been calculated by the Black-Scholes formula
method, where applicable.
Remuneration Report
This report outlines the remuneration arrangements in place for
directors and other key management personnel of Thor Mining
PLC.
Directors Meetings
The Directors hold meetings on a regular basis and on an as
required basis to deal with items of business from time to time.
Meetings held and attended by each Director during the year of
review were:-
2013 Meetings held whilst in Office Meetings attended
Michael Billing 9 9
Gregory Durack 9 7
Michael Ashton 9 6
Trevor Ireland 9 9
David Thomas 9 8
Corporate Governance
A statement on Corporate Governance is set out on pages 16 to
18.
Environmental Responsibility
The Company is aware of the potential impact that its subsidiary
companies may have on the environment. The Company ensures that it
and its subsidiaries at a minimum comply with the local regulatory
requirements with regard to the environment.
Employment Policies
The Group will be committed to promoting policies which ensure
that high calibre employees are attracted, retained and motivated,
to ensure the ongoing success for the business. Employees and those
who seek to work within the Group are treated equally regardless of
sex, 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.
It is usual for suppliers to be paid within 30 days of receipt of
invoice.
Political Contributions and Charitable Donations
During the period the Group did not make any political
contributions or charitable donations.
Annual General Meeting ("AGM")
This report and financial statements will be presented to
shareholders for their approval at the AGM. The Notice of the AGM
will be distributed to shareholders together with the Annual
Report.
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 are
aware of that information.
Auditors
A resolution to reappoint Chapman Davis LLP and to authorise the
Directors to fix their remuneration will be proposed at the next
Annual General Meeting.
Going Concern
Notwithstanding the loss incurred during the period under
review, the Directors are of the opinion that ongoing evaluations
of the Company's interests indicate that preparation of the Group's
accounts on a going concern basis is appropriate. 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.
Statement of Directors' Responsibilities
Company law in the United Kingdom requires the Directors to
prepare financial statements for each financial year which give a
true and fair view of the state of affairs of the company and the
group and of the profit or loss of the group for that period. In
preparing those financial statements, the Directors are required
to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group will continue
in business.
The Directors are responsible for keeping proper accounting
records, for safeguarding the assets of the group and for taking
reasonable steps for the prevention and detection of fraud and
other irregularities. They are also responsible for ensuring that
the annual report includes information required by the Alternative
Investment Market ("AIM") of the London Stock Exchange plc.
Electronic communication
The maintenance and integrity of the Company's website is the
responsibility of the Directors: the work carried out by the
auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were
initially presented on the website.
The Company's website is maintained in accordance with AIM Rule
26.
Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from
legislation in other jurisdictions.
This report was approved by the board on 20 September 2013.
Mick Billing Allan Burchard
Executive Chairman Company Secretary
Corporate Governance Statement
The Board is committed to maintaining high standards of
corporate governance. The Listing Rules of the Financial Services
Authority incorporate the Combined Code, which sets out the
principles of Good Governance, and the Code of Best Practice for
listed companies. Whilst the Company is not required to comply with
the Combined Code, the Company's corporate governance procedures
take due regard of the principles of Good Governance set out in the
Combined Code in relation to the size and the stage of development
of the Company.
Board of Directors
The Board of Directors currently comprises of one Executive
Chairman and four Non-Executive Directors. The Directors are of the
opinion that the Board comprises a suitable balance and that the
recommendations of the Combined Code have been implemented to an
appropriate level. The Board, through the Chairman and the Chief
Financial Officer in particular, maintains regular contact with its
advisers to ensure that the Board develops an understanding of the
views of major shareholders about the Company.
Board Meetings
The Board meets regularly throughout the year. For the period
ending 30 June 2013 the Board met 9 times in relation to normal
operational matters. The Board is responsible for formulating,
reviewing and approving the Company's strategy, financial
activities and operating performance. Day to day management is
devolved to the Executive Chairman/ Chief Executive Officer who is
charged with consulting the Board on all significant financial and
operational matters.
All Directors have access to the advice of the Company's
solicitors and the Company Secretary. Necessary information is
supplied to the Directors on a timely basis to enable them to
discharge their duties effectively, and all Directors have access
to independent professional advice, at the Company's expense, as
and when required.
Board Committees
The Board considers that its structure has been and continues to
be appropriate in the context of the Company's history, and the
size and scale of its present operations.
As such, the full board, in conjunction with the company
secretary, fulfils the role of the Audit Committee and is
responsible for ensuring that the financial performance of the
Group is properly monitored and reported on.
In addition, the full board acts as the Remuneration Committee
and considers and agrees the Executive Directors' remuneration and
conditions. The financial package for the Executive Chairman 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 Committee will also
have regard to the terms which may be required to attract an
equivalent experienced executive to join the Board from another
company.
Internal controls
The Directors acknowledge their responsibility for the Group's
systems of internal controls and for reviewing their effectiveness.
These internal controls are designed to safeguard the assets of the
Company and to ensure the reliability of financial information for
both internal use and external publication. The Board is aware that
no system can provide absolute assurance against material
misstatement or loss, however, in light of increased activity and
further development of the Company, continuing reviews of internal
controls will be undertaken to ensure that they are adequate and
effective.
Risk Management
The Board considers risk assessment to be important in achieving
its strategic objectives. There is a process of evaluation of
performance targets through regular reviews by senior management to
forecasts. Project milestones and timelines are regularly
reviewed.
Corporate Governance Statement
Risks and uncertainties
The principal risks facing the Company are set out below. Risk
assessment and evaluation is an essential part of the Group's
planning and an important aspect of the Group's internal control
system.
General and economic risks
-- Contractions in the world's major economies or increases in
the rate of inflation resulting from international conditions;
-- Weakness in equity markets throughout the world, particularly
United Kingdom and Australia.
-- Adverse changes in market sentiment towards the resource
industry;
-- Currency exchange rate fluctuations and, in particular, the
relative prices of the Australian Dollar, the United States Dollar
and the UK Pound;
-- Exposure to interest rate fluctuations; and
-- Adverse changes in factors affecting the success of
exploration and development operations, such as increases in
expenses, changes in government policy and further regulation of
the industry; unforeseen major failure, breakdowns or repairs
required to key items of plant and equipment resulting in
significant delays, notwithstanding regular programmes of repair,
maintenance and upkeep; variations in grades and unforeseen adverse
geological factors or prolonged weather conditions.
Funding risk
-- The Group or the companies in which it has invested may not
be able to raise, either by debt or further equity, sufficient
funds to enable completion of planned exploration, investment
and/or development projects.
Commodity risk
-- Commodities are subject to high levels of volatility in price
and demand. The price of commodities depends on a wide range of
factors, most of which are outside the control of the Company.
Mining, processing and transportation costs also depend on many
factors, including commodity prices, capital and operating costs in
relation to any operational site.
Exploration and development risks
-- Exploration and development activity is subject to numerous
risks, including failure to achieve estimated mineral resource,
recovery and production rates and capital and operating costs.
-- Success in identifying economically recoverable reserves can
never be guaranteed. The Company also cannot guarantee that the
companies in which it has invested will be able to obtain the
necessary permits and approvals required for development of their
projects.
-- The regions in which the Company operates have native title
laws which could affect exploration and development activities. The
companies in which the Company has an interest may be required to
undertake clean-up programmes on any contamination from their
operations or to participate in site rehabilitation programmes
which may vary from country to country. The Group's policy is to
follow all applicable laws and regulations and the Company is not
currently aware of any material issues in this regard.
-- Timely approval of mining permits and operating plans through
the respective regulatory agencies cannot be guaranteed; and
-- Geology is always a potential risk in mining and exploration
activities.
Market risk
-- The ability of the Group (and the companies it invests in) to
continue to secure sufficient and profitable sales contracts to
support its operations is a key business risk.
Insurance
The Group maintains insurance in respect of its Directors and
Officers against liabilities in relation to the Company. The group
insures other assets held having given regard to risks and events
that may occur.
Treasury Policy
The Group finances its operations through equity and holds its
cash as a liquid resource to fund the obligations of the Group.
Decisions regarding the management of these assets are approved by
the Board.
Corporate Governance Statement
Securities Trading
The Board has adopted a Share Dealing Code that applies to
Directors, senior management and any employee who is in possession
of 'inside information'. All such persons are prohibited from
trading in the Company's securities if they are in possession of
'inside information'. Subject to this condition and trading
prohibitions applying to certain periods, trading can occur
provided the relevant individual has received the appropriate
prescribed clearance.
Relations with Shareholders
The Board is committed to providing effective communication with
the shareholders of the Company. Significant developments are
disseminated through stock exchange announcements and regular
updates of the Company website. The Board views the AGM as a forum
for communication between the Company and its shareholders and
encourages their participation in its agenda.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THOR MINING
PLC
We have audited the financial statements of Thor Mining Plc for
the year ended 30 June 2013 which comprise the Consolidated and
CompanyStatements of Comprehensive Income, the Consolidated and
Parent Company Balance Sheets, the Consolidated and Parent
CompanyStatements of Cash Flows, the Consolidated and Parent
CompanyStatements of Changesin Equity and the relatednotes 1 to 20.
The financial reporting framework that has been applied in their
preparation is applicable law and International Financial
ReportingStandards (IFRSs) as adopted by the European Union.
Respective responsibilities of directors and auditors
As explained more fully in the Statementof Directors'
Responsibilities included in the Directors' Report,
the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit the
financialstatements in accordancewith applicable law and
International Standardson Auditing (UK and Ireland). Those
standards require us to complywith the Auditing Practices
Board'sEthical Standards for Auditors.
This report, including the opinions, has been prepared for and
only for the Company's members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose.We
do not, in giving these opinions,accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
Scopeof the audit
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurancethat the financialstatements are free from
materialmisstatement, whether causedby fraud or error. This
includes an assessment of: whether the accountings policiesare
appropriate to the groups and the parent companies circumstancesand
have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the
financialstatements.
Opinionon financial statements
In our opinion the financialstatements:
-- give a true and fair view of the state of the group's and the
parent company'saffairs as at 30 June
2013 and of the group'sand the parent company's loss for the
year then ended;
-- have been properly prepared in accordancewith IFRSs as adopted by the European Union; and
-- have been preparedin accordance with the requirements of the
Companies Act 2006 and, as regards the group financial statements,
Article 4 of the lAS Regulation.
Opinionon other mattersprescribed by the Companies Act 2006
In our opinion:
-- the information given in the Director's Report for the
financial year for which the consolidated financial statements are
prepared is consistent with theconsolidated financial
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the CompaniesAct 2006 we are required to report to you if,
in our opinion:
-- adequate accounting records have not been kept, or returns
adequatefor 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
I 1 :
i ,
-- we have not received all the information and*planations we require for our audit.
"c
Rowan J. Palmer(Senior Statutory Auditor)
For and on behalf of Chapman Davis LLP, Statutory Auditor
Chartered Accountants
Chapman DavisLLP
2 Chapel Court
London SEIIHH
20 September 2013
Consolidated Statement of Comprehensive Income for the year
ended 30 June 2013
Consolidated Company
2013 2012 2013 2012
Note GBP'000 GBP'000 GBP'000 GBP'000
------------- ------------ -------- -------
Administrative expenses (131) (157) - -
Corporate expenses (686) (588) (499) (491)
Share based payment
expense (48) - (48) -
Gain on disposal of
assets 12 - - -
Impairment of subsidiary
investments - - (140) -
Impairment of subsidiary
loans - - (776) (152)
Write off/Impairment
of exploration assets (278) (244) - -
Operating Loss (1,131) (989) (1,463) (643)
Interest received 7 30 - -
------------- ------------
Loss before Taxation (1,124) (959) (1,463) (643)
Taxation 5 - - - -
Loss for the period (1,124) (959) (1,463) (643)
------------- ------------ -------- -------
Other comprehensive
income:
Exchange differences
on translating foreign
operations (776) (160) - -
Other comprehensive
income for the period,
net of income tax (776) (160) - -
------------- ------------ -------- -------
Total comprehensive
income for the period (1,900) (1,119) (1,463) (643)
============= ============ ======== =======
Basic loss per share 6 (0.13)p (0.15)p
The accompanying notes form part of these financial
statements.
Consolidated Balance Sheet at 30 June 2013
Consolidated Company
2013 2012 2013 2012
Note GBP'000 GBP'000 GBP'000 GBP'000
------------ ------------ ------- -------
ASSETS
Non-current assets
Intangible assets -
deferred exploration
costs 7 10,557 10,035 - -
Investments in subsidiaries 8 - - 560 700
Loans to subsidiaries 8 - - 10,137 9,252
Deposits to support
performance bonds 9 55 75 - -
Plant and equipment 10 66 55 - -
Total non-current assets 10,678 10,165 10,697 9,952
------------ ------------ ------- -------
Current assets
Cash and cash equivalents 188 526 2 79
Trade receivables &
other assets 11 17 27 13 -
Total current assets 205 553 15 79
------------ ------------ ------- -------
Total assets 10,883 10,718 10,712 10,031
------------ ------------ ------- -------
LIABILITIES
Current liabilities
Trade and other payables 12 (183) (237) (27) (4)
Provisions (15) (12) - -
Interest bearing liabilities 13 - (5) - -
------------ ------------ ------- -------
Total current liabilities (198) (254) (27) (4)
------------ ------------ ------- -------
Non-current liabilities
Interest bearing liabilities 13 (607) - (607) -
------------ ------------ ------- -------
Total non-current liabilities (607) - (607) -
------------ ------------ ------- -------
Total liabilities (805) (254) (634) (4)
------------ ------------ ------- -------
Net assets 10,078 10,464 10,078 10,027
============ ============ ======= =======
Equity
Issued share capital 14 2,948 2,284 2,948 2,284
Share premium 12,520 11,718 12,520 11,718
Foreign exchange reserve 3,075 3,851 - -
Merger reserve 405 405 405 405
Option revaluation reserve 15 180 132 180 132
Retained losses (9,050) (7,926) (5,975) (4,512)
------------ ------------ ------- -------
Total equity 10,078 10,464 10,078 10,027
============ ============ ======= =======
The accompanying notes form part of these financial
statements.
These Financial Statements were approved by the Board of
Directors on 20 September 2013 and were signed on its behalf
by:
Michael Billing Allan Burchard
Executive Chairman Chief Financial Officer
Consolidated Cash Flow Statement for the year ended 30 June
2013
Consolidated Company
2013 2012 2013 2012
GBP'000 GBP'000 GBP'000 GBP'000
------------- ------------ ------- -------
Cash flows from operating
activities
Operating Loss (1,131) (989) (1,463) (643)
Decrease/(increase) in trade
and other receivables (10) - (13) -
Increase/(decrease) in trade
and other payables 54 9 23 (6)
Increase/(decrease) in provisions 3 12 - -
Depreciation 27 23 - -
Exploration expenditure written
off 278 237 - -
Impairment of subsidiary
loans - - 776 152
Revaluation foreign currency
loans (53) - (53) -
Share based payment expense 48 - 48 -
Impairment subsidiary investments - - 140 -
Profit on sale of fixed assets (12) - - -
Net cash outflow from operating
activities (796) (708) (542) (497)
------------- ------------ ------- -------
Cash flows from investing
activities
Interest received 7 30 - -
Expenditure on performance
bonds 20 (73) - -
Proceeds from sale of fixed
assets 12 - - -
Purchase of property, plant
and equipment (38) (45) - -
Payments for exploration
expenditure(1) (1,564) (2,378) - -
Loans to controlled entities - - (1,571) (1,652)
Net cash outflow from investing
activities (1,563) (2,466) (1,571) (1,652)
------------- ------------ ------- -------
Cash flows from financing
activities
Borrowings 660 - 660 -
Repayment of borrowings (5) (9) - -
Net issue of ordinary share
capital 1,376 2,133 1,376 2,133
------------- ------------ ------- -------
Net cash inflow from financing
activities 2,031 2,124 2,036 2,133
------------- ------------ ------- -------
Net decrease in cash and
cash equivalents (328) (1,050) (77) (16)
Non cash exchange changes (10) (9) - -
Cash and cash equivalents
at beginning of period 526 1,585 79 95
------------- ------------ ------- -------
Cash and cash equivalents
at end of period 188 526 2 79
------------- ------------ ------- -------
(1) Items not involving the movement of funds: - 21,666,667
shares were issued in consideration for an increase in the interest
in the Springhill tenements.
Consolidated Statement of Changes in Equity For the year ended
30 June 2013
Foreign
Currency Share
Issued Retained Translation Merger Based Payment
share capital Share premium losses Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- ------------- -------- ------------- --------- --------------- -------
Balance at 1 July
2011 1,591 9,688 (7,000) 4,011 405 165 8,860
Loss for the year - - (959) - - - (959)
Foreign currency
translation reserve - - - (160) - - (160)
Total comprehensive
(loss) for the
period - - (959) (160) - - (1,119)
-------------- ------------- -------- ------------- --------- --------------- -------
Transactions with owners in their capacity
as owners
Shares issued 693 2,130 - - - - 2,823
Cost of shares
issued - (100) - - - - (100)
Share options lapsed - - 33 - - (33) -
At 30 June 2012 2,284 11,718 (7,926) 3,851 405 132 10,464
-------------- ------------- -------- ------------- --------- --------------- -------
Year to 30 June
2013
Loss for the year - - (1,124) - - - (1,124)
Foreign currency
translation reserve - - - (776) - - (776)
Total comprehensive
(loss) for the
period - - (1,124) (776) - - (1,900)
-------------- ------------- -------- ------------- --------- --------------- -------
Transactions with owners in their capacity
as owners
Shares issued 664 953 - - - - 1,617
Cost of shares
issued - (151) - - - - (151)
Share options issued - - - - - 48 48
At 30 June 2013 2,948 12,520 (9,050) 3,075 405 180 10,078
-------------- ------------- -------- ------------- --------- --------------- -------
Company Statement of Changes in Equity
Balance at 1 July
2011 1,591 9,688 (3,902) -405 165 7,947
Loss for the period - - (643) - - - (643)
------ ------- ------- ---- -------
Total comprehensive
(loss) for the
period - - (643) - - - (643)
------ ------- ------- --- ---- -------
Transactions with owners in their capacity
as owners
Shares issued 693 2,130 - - - - 2,823
Cost of shares
issued - (100) - - - - (100)
Share options
lapsed - - 33 - - (33) -
At 30 June 2012 2,284 11,718 (4,512) -405 132 10,027
------ ------- ------- --- ---- -------
Year to 30 June
2013
Loss for the period - - (1,463) - - - (1,463)
------ ------- ------- ---- -------
Total comprehensive
(loss) for the
period - - (1,463) - - - (1,463)
------ ------- ------- --- ---- -------
Transactions with owners in their capacity
as owners
Shares issued 664 953 - - - - 1617
Cost of shares
issued - (151) - - - - (151)
Share options
issued - - - - - 48 48
At 30 June 2013 2,948 12,520 (5,975) -405 180 10,078
------ ------- ------- --- ---- -------
Notes to the Accounts for the year ended 30 June 2013
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year
ended 30 June 2013 were authorised for issue by the Board on xxx
2013 and the balance sheets signed on the Board's behalf by Michael
Billing and Allan Burchard. The Company's ordinary shares are
traded on the AIM Market operated by the London Stock Exchange and
on the Australian Securities Exchange.
b) Statement of compliance with IFRS
The Group's financial statements have been prepared in
accordance with International Financial Reporting Standards (IFRS).
The Company's financial statements have been prepared in accordance
with IFRS as adopted by the European Union. The principal
accounting policies adopted by the Group and Company are set out
below.
c) Basis of preparation
The consolidated financial statements have been prepared on the
historical cost basis, except for the measurement to fair value of
assets and financial instruments 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 (GBP'000) unless otherwise
stated.
d) Basis of consolidation
The consolidated financial statements comprise the financial
statements of Thor Mining PLC and its controlled entities. The
financial statements of controlled entities are included in the
consolidated financial statements from the date control commences
until the date control ceases.
The financial statements of subsidiaries are prepared for the
same reporting period as the parent company, using consistent
accounting policies.
All intercompany balances and transactions have been eliminated
in full.
e) Exploration and development expenditure
Exploration, evaluation and development expenditure incurred is
accumulated in respect of each identifiable area of interest. These
costs are only carried forward to the extent that they are expected
to be recouped through the successful development of the area or
where activities in the area have not yet reached a stage which
permits reasonable assessment of the existence of economically
recoverable reserves.
Accumulated costs in relation to an abandoned area are written
off in full against the income statement in the year in which the
decision to abandon the area is made.
A review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to
that area of interest.
Restoration, rehabilitation and environmental costs necessitated
by exploration and evaluation activities are expensed as incurred
and treated as exploration and evaluation expenditure.
f) Revenue
Revenue is recognised to the extent that it is probable that
economic benefits will flow to the group and the revenue can be
reliably measured.
Interest revenue
Interest revenue is recognised as it accrues using the effective
interest rate method.
g) Deferred taxation
Deferred income tax is provided on all temporary differences at
the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes.
Deferred income tax assets are recognised for all deductible
temporary differences, carry-forward of unused tax assets and
unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary
differences and the carry-forward of unused tax credits and unused
tax losses can be utilised.
Unrecognised deferred income tax assets are reassessed at each
balance sheet date and are recognised to the extent that it has
become probable that future taxable profit will allow the deferred
tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the
balance sheet date.
h) Trade and other payables
Trade and other payables are carried at amortised costs and
represent liabilities for goods and services provided to the Group
prior to the end of the financial year that are unpaid and arise
when the Group becomes obliged to make future payments in respect
of the purchase of these goods and services.
i) Foreign currencies
The Company's functional currency is Sterling (GBP). Each entity
in the Group determines its own functional currency and items
included in the financial statements of each entity are measured
using that functional currency. As at the reporting date the assets
and liabilities of these subsidiaries are translated into the
presentation currency of Thor Mining PLC at the rate of exchange
ruling at the balance sheet date and their income statements are
translated at the average exchange rate for the year. The exchange
differences arising on the translation are taken directly to a
separate component of equity.
All other differences are taken to the income statement with the
exception of differences on foreign currency borrowings, which, to
the extent that they are used to finance or provide a hedge against
foreign equity investments, are taken directly to reserves to the
extent of the exchange difference arising on the net investment in
these enterprises. Tax charges or credits that are directly and
solely attributable to such exchange differences are also taken to
reserves.
j) Share based payments
During the year the Group has provided no benefits to Directors
of the Group in the form of share options. (2012: GBP NIL).
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 then the fair value of the Options granted is used
based on the Black-Scholes model.
In valuing equity-settled transactions, no account is taken of
any performance conditions, other than conditions linked to the
price of the shares of Thor Mining PLC (market conditions) if
applicable.
The cost of equity-settled transactions is recognised, together
with a corresponding increase in equity, over the period in which
the performance and/or service conditions are fulfilled, ending on
the date on which the relevant holders become fully entitled to the
award (the vesting period).
The cumulative expense recognised for equity-settled
transactions at each reporting date until vesting date reflects (i)
the extent to which the vesting period has expired and (ii) the
Group's best estimate of the number of equity instruments that will
ultimately vest. No adjustment is made for the likelihood of market
performance conditions being met as the effect of these conditions
is included in the determination of fair value at grant date. The
Income Statement charge or credit for a period represents the
movement in cumulative expense recognised as at the beginning and
end of that period.
No expense is recognised for awards that do not ultimately vest,
except for awards where vesting is only conditional upon a market
condition.
If the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any
modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the holder, as
measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it
had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a
new award is substituted for the cancelled award and designated as
a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the
original award, as described in the previous paragraph.
k) Leased assets
The determination of whether an arrangement is or contains a
lease is based on the substance of the arrangement and requires an
assessment of whether the fulfilment of the arrangement is
dependent on the use of a specific asset or assets and the
arrangement conveys a right to use the asset.
(i) Finance Leases
Assets funded through finance leases are capitalised as fixed
assets and depreciated in accordance with the policy for the class
of asset concerned.
Finance lease payments are apportioned between the finance
charges and reduction of the lease liability so as to achieve a
constant rate of interest on the remaining balance of the
liability. Finance charges are recognised as an expense in the
income statement.
(ii) Operating Leases
All operating lease payments are charged to the Income Statement
on a straight line basis over the life of the lease.
l) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash
at bank and in hand and short-term deposits with an original
maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash
equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts
m) Trade and other receivables
Trade receivables, which generally have 30 day terms, are
recognised and carried at original invoice amount less an allowance
for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective
evidence that the Group will not be able to collect the debts. Bad
debts are written off when identified.
Investments
Investments in subsidiary undertakings are stated at cost less
any provision for impairment in value, prior to their elimination
on consolidation.
n) Financial instruments
The Group's financial instruments, other than its investments,
comprise cash and items arising directly from its operation such as
trade debtors and trade creditors. The Group has overseas
subsidiaries in Australia whose expenses are denominated in
Australian Dollars. Market price risk is inherent in the Group's
activities and is accepted as such. There is no material difference
between the book value and fair value of the Group's cash.
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 then Companies Act 1985 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 is stated at cost less accumulated
depreciation and any accumulated impairment losses. Land is
measured at fair value less any impairment losses recognised after
the date of revaluation.
Depreciation is provided on all tangible assets to write off the
cost less estimated residual value of each asset over its expected
useful economic life on a straight-line basis at the following
annual rates:
Land (including option costs) - Nil
Plant and Equipment - between 5% and 25%
All assets are subject to annual impairment reviews.
q) Impairment of assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset's recoverable amount. An
asset's recoverable amount is the higher of its fair value less
costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or Groups
of assets and the asset's value in use cannot be estimated to be
close to its fair value. In such cases the asset is tested for
impairment as part of the cash-generating unit to which it belongs.
When the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset or cash-generating unit
is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses relating to
continuing operations are recognised in those expense categories
consistent with the function of the impaired asset unless the asset
is carried at its revalued amount (in which case the impairment
loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether
there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset's
recoverable amount since the last impairment loss was recognised.
If that is the case the carrying amount of the asset is increased
to its recoverable amount.
That increased amount cannot exceed the carrying amount that
would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such reversal is
recognised in the Income Statement unless the asset is carried at
its revalued amount, in which case the reversal is treated as a
revaluation increase. After such a reversal the depreciation charge
is adjusted in future periods to allocate the asset's revised
carrying amount, less any residual value, on a systematic basis
over its remaining useful life.
r) Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be
reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any
provision is presented in the income statement net of any
reimbursement.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects the risks
specific to the liability.
s) Loss per share
Basic loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted to exclude any
costs of servicing equity (other than dividends) and preference
share dividends, divided by the weighted average number of ordinary
shares, adjusted for any bonus element.
Diluted loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted for:
-- costs of servicing equity (other than dividends) and preference share dividends;
-- the after tax effect of dividends and interest associated
with dilutive potential ordinary shares that have been recognised
as expenses; and
-- other non-discretionary changes in revenues or expenses
during the period that would result from the dilution of potential
ordinary shares;
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) Adoption of new and revised Accounting Standards
In the current year, the company has adopted all of the new and
revised Standards and Interpretations issued by Accounting
Standards and Interpretations Board that are relevant to its
operations and effective for the current annual reporting period
and there is no material financial impact on the financial
statements of the company or the company.
2. Revenue and segmental analysis - Group
The group has not commenced production and therefore recorded no
revenue.
The Group has a number of exploration licenses and mining leases
in Australia which are managed on a portfolio basis. The decision
to allocate resources to individual projects in the portfolio is
predominantly based on available cash reserves, technical data and
the expectations of future successful exploitation of the projects.
Accordingly, the Group effectively operates as one segment, being
exploration in Australia. This is the basis on which internal
reports are provided to the Directors for assessing performance and
determining the allocation of resources within the Group.
3. Operating loss - group
2013 2012
GBP'000 GBP'000
------- -------
This is stated after charging:
Depreciation 27 23
Auditors' remuneration - audit services 29 23
Auditors' remuneration - non audit services - -
Options issued - directors, staff, consultants
and lender 48 0
Directors emoluments - fees and salaries 235 247
Auditors' remuneration for audit services above includes
GBP18,675 (2012 GBP19,700) to Chapman Davis LLP for the audit of
the company. Remuneration to PKF Australia for the audit of the
Australian subsidiaries was GBP9,974 (2012 GBP3,200)
4. Directors and executive disclosures - Group
All Directors are each appointed under the terms of a Directors
letter of appointment. Each appointment provides for annual fees of
Australian dollars $40,000 for services as Directors plus 9% as a
company contribution to Australian statutory superannuation
schemes. The agreement allows for any services supplied by the
Directors to the Company and any of its subsidiaries in excess of 2
days in any calendar month, can be invoiced to the Company at
market rate, currently at $1,000 per day, other than Mr David
Thomas who invoices at a rate of $1,500 per day. From 1(st) January
2010 the Directors elected to accept half fee arrangements until
further notice.
(a) Details of Key Management Personnel
(i) Chairman and Chief Executive
Officer
Michael Billing Executive Chairman and Chief Executive
Officer
(ii) Non-executive Directors
Gregory Durack Non-executive Director
Michael Ashton Non-executive Director
Trevor Ireland Non-executive Director
David Thomas Non-executive Director
(iii) Executives
Stephen Ronaldson Company Secretary (UK)
Richard Bradey Chief Exploration Geologist
Allan Burchard CFO/Company Secretary (Australia)
(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.
Salary & Fees Options Total
GBP'000 GBP'000 GBP'000
------------- ------- -------
30 June 2013
Directors:
Michael Billing 116 - 116
Gregory Durack 13 - 13
Michael Ashton 14 - 14
Trevor Ireland 27 - 27
David Thomas 65 - 65
Other Personnel:
Richard Bradey 148 3 151
Allan Burchard 52 - 52
30 June 2012
Directors:
Michael Billing 134 - 134
Gregory Durack 13 - 13
Michael Ashton 14 - 14
Trevor Ireland 50 - 50
David Thomas(1) 34 - 34
Norman Gardner(2) 2 - 2
Other Personnel:
Richard Bradey 150 - 150
Allan Burchard 53 - 53
(1) Appointed 11 April 2012
(2) Resigned 19 August 2011
(c) Compensation by category Group
2013 2012
GBP'000 GBP'000
----------- --------------
Key Management Personnel
Short-term 420 428
Post-employment 18 22
438 450
=========== ==============
(d) Options and rights over equity instruments granted as
remuneration
No options were granted over ordinary shares to Directors during
the years ended 30 June 2013 and 30 June 2012.
(e) Options holdings of Key Management Personnel
The movement during the reporting period in the number of
options over ordinary shares in Thor Mining PLC held, directly,
indirectly or beneficially, by key management personnel, including
their personally related entities, is as follows:
Held at
30 June Vested
Held at Acquired 2013/or and exercisable
Key Management 1 July through Granted Disposal/ at date at 30
Personnel 2012 Open Offer as remuneration Expired Exercised of resignation June 2013
Directors
Executive
Michael Billing 2,000,000 3,731,344 - - - 5,731,344 5,731,344
Non-Executive
Gregory Durack 2,000,000 1,492,538 - - - 3,492,538 3,492,538
Michael Ashton 2,000,000 3.731.344 - - - 5,731,344 5,731,344
Trevor Ireland 2,000,000 1,119,403 - - - 3,119,403 3,119,403
David Thomas - 1,164,180 1,164,180 1,164,180
Other Personnel
Richard Bradey 500,000 - 500,000 - - 1,000,000 1,000,000
Allan Burchard 500,000 189,030 - - - 689,030 689,030
---------------- --------- ----------- ----------------- --------- --------- --------------- ----------------
Held at
30 June Vested
Held at Acquired 2012/or and exercisable
Key Management 1 July through Granted Disposal/ at date at 30
Personnel 2011 Open Offer as remuneration Expired Exercised of resignation June 2012
Directors
Executive
Michael Billing 3,000,000 - - (1,000,000) - 2,000,000 2,000,000
Non-Executive
Gregory Durack 3,000,000 - - (1,000,000) - 2,000,000 2,000,000
Michael Ashton 3,000,000 - - (1,000,000) - 2,000,000 2,000,000
Trevor Ireland 2,000,000 - - - - 2,000,000 2,000,000
Norman Gardner 3,000,000 - - (3,000,000) - - -
Other Personnel
Richard Bradey 500,000 - - - - 500,000 500,000
Allan Burchard 500,000 - - - - 500,000 500,000
---------------- --------- ------------ ---------------- ----------- --------- --------------- ----------------
No options held by Directors or specified executives are vested
but not exercisable, except as set out above.
(f) Other transactions and balances with related parties
Specified Directors Transaction Note 2013 2012
GBP'000 GBP'000
------- -------
Consulting
Michael Billing Fees (i) 102 120
Consulting
Trevor Ireland Fees (ii) 13 36
Consulting
David Thomas Fees (iii) 51 31
(i) The Company used the consulting services of MBB Trading Pty
Ltd a company of which Mr. Michael Billing is a Director.
(ii) The Company used the services of Ireland Resource
Management Pty Ltd, a company of which Mr. Trevor Ireland is a
Director and employee.
(iii) The Company used the services of Hayes Specialist
Recruitment (Australasia) Pty Ltd and Thomas Family Trust with whom
Mr David Thomas has a contractual relationship.
Amounts were billed based on normal market rates for such
services and were due and payable under normal payment terms. These
amounts paid to related parties of Directors are included as Salary
& Fees in Note 4(b).
5. Taxation - Group
2013 2012
GBP'000 GBP'000
------- -------
Analysis of charge in year - -
------- -------
Tax on profit on ordinary activities - -
======= =======
Factors affecting tax charge for year
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 (1,124) (959)
------- -----
Standard rate of corporation tax in the UK 23.75% 25.5%
Loss on ordinary activities multiplied by the
standard rate of corporation tax (267) (245)
Effects of:
Share based payments not allowable 11 -
Future tax benefit not brought to account 256 245
------- -----
Current tax charge for year - -
======= =====
No deferred tax asset has been recognised because there is
insufficient evidence of the timing of suitable future profits
against which they can be recovered.
6. Loss per share
2013 2012
GBP'000 GBP'000
----------- -----------
Loss for the year (1,124) (959)
Weighted average number of Ordinary shares in
issue 886,267,738 643,667,958
Loss per share - basic (0.13)p (0.15)p
The basic loss per share is derived by dividing the loss for the
period attributable to ordinary shareholders by the weighted
average number of shares in issue.
As the inclusions of the potential Ordinary Shares would result
in a decrease in the loss per share they are considered to be
anti-dilutive and as such not included.
7. Intangible fixed assets - Group
Deferred exploration costs
2013 2012
GBP'000 GBP'000
------- -------
Cost
At 1 July 11,925 9,353
Write off exploration tenements previously impaired (1,890) (357)
------- -------
Balance 10,035 8,996
Additions 1,488 3,120
Exchange loss (688) (191)
Write off for year (278) -
------- -------
At 30 June 10,557 11,925
Impairment
At 1 July 1,890 2,043
Write off exploration tenements previously impaired (1,890) (357)
------- -------
Balance - 1,686
Impairment for period - 244
Exchange gain - (40)
------- -------
At 30 June - 1,890
------- -------
Net book value at 30 June 10,557 10,035
------- -------
As at 30 June 2013 the Directors undertook an impairment review
of the deferred exploration costs, as a result of which, a
provision for impairment for GBP278,000 (2012 GBP244,000) has been
made.
8. Investments - Company
The Company holds 20% or more of the share capital of the
following companies:
Company Country of registration Shares held Class %
or incorporation
Molyhil Mining Pty Ltd (1) Australia Ordinary 100
TM Gold Pty Ltd (2) Australia Ordinary 100
Hatches Creek Pty Ltd (3) Australia Ordinary 100
Hale Energy Limited (3) Australia Ordinary 100
(1) Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at
the Molyhil project in the Northern Territory of Australia.
(2) TM Gold Pty Ltd is engaged in exploration activities in the state of Western Australia
and the Northern Territory of Australia.
(3) These subsidiary companies have ceased exploration activities and are now dormant
Directors of Thor Mining PLC., M R Billing, M K Ashton, G Durack and T J Ireland are Directors
of the above subsidiaries.
(a) Investment in Subsidiary companies:
2013 2012
GBP'000 GBP'000
------- -------
Molyhil Mining Pty Ltd 700 700
Less: Impairment provision against investment (140) -
Hatches Creek Pty Ltd - -
Hale Energy Limited 1,277 1,277
Less: Investment written off (1,277) (1,277)
TM Gold Pty Ltd - -
------- -------
560 700
======= =======
The investments in subsidiaries are carried in the Company's
balance sheet at the lower of cost and net realisable value.
(b) Loans to subsidiaries
Molyhil Mining Pty Ltd 6,933 6,431
TM Gold Pty Ltd 3,979 2,821
Less: Impairment provision against loan (775) -
Hatches Creek Pty Ltd 257 257
Less: Loan written off (257) (257)
Hale Energy Limited 358 358
Less: Impairment provision against loan (358) (358)
--------- --------
GBP10,137 GBP9,252
========= ========
The loans to subsidiaries are non-interest bearing, unsecured
and are repayable upon reasonable notice having regard to the
financial stability of the company. The Company has issued letters
of financial support for a term of 12 months to each of the
Australian based subsidiary entities.
9. Deposits supporting performance bonds
Consolidated Company
2013 2012 2013 2012
GBP'000 GBP'000 GBP'000 GBP'000
------- ------- ------- -------
Deposits with banks and Governments 55 75 - -
55 75 - -
======= ======= ======= =======
10. Property, plant and equipment
Plant and Equipment:
At cost 146 158 --
Accumulated depreciation (80) (103) --
Total Property, Plant and Equipment 66 55 --
==== =====
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property,
plant and equipment between the beginning and the end of the
current financial year.
The carrying value of the plant and equipment includes finance
leased assets of GBP0 (2012: GBP6,903)
At 1 July 55 35 --
Additions 40 45 --
FX decrease (2) (2) --
Disposals 0 0 --
Depreciation expense (27) (23) --
At 30 June 66 55 --
==== ====
11. Current trade and other receivables
Trade and other receivables 0 23 - -
Prepayments 17 4 13 -
17 27 13 -
12. Current trade and other payables
Trade payables (145) (231) (20) (4)
Other payables (38) (6) (7) -
(183) (237) (27) (4)
===== ===== ==== ===
13. Interest bearing liabilities
Consolidated Company
2013 2012 2013 2012
GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- ---------
Finance leases
Current - (5) - -
Non-current - - - -
- (5) - -
========= ========= ========= =========
Loan
Current - - - -
Non-current 607 - 607 -
607 - 607 -
========= ========= ========= =========
During the year ended 30 June 2013, the Company entered into a
debt facility agreement (the "agreement") whereby the lender, The
Lindsay Carthew Family Trust, agreed to loan an amount of up to
A$1,000,000 to the company to fund:
-- In part, exploration and development expenditure on projects
held by subsidiary companies, TM Gold Pty Ltd and Molyhil Mining
Pty Ltd.
-- General working capital requirements of the company and its subsidiaries.
The amount was fully drawn down during the year.
As consideration for this agreement:
-- The company has issued to the lender options in two tranches,
exercisable for A$1,000,000, as follows:
o 84,181,088 options which may be exercised, at the discretion
of the option holder, at a price of A$0.007428 (0.7428 cents) at
any date not later than 19 March 2016.
o 62,887,808 options which may be exercised, at the discretion
of the option holder, at a price of A$0.005963 (0.5963 cents) at
any date not later than 3 June 2016.
-- The subsidiary companies, Molyhil Mining Pty Ltd and T M Gold
Pty Ltd have each granted a mortgage over certain tenements,
generally comprising that company's project at Molyhil and Spring
Hill respectively on which it holds mineral licences or exploration
licenses.
In finalising this agreement, the company has:
-- Incurred legal and procurement fees totalling GBP50,420
(A$77,000) which have been expensed during the year, and
-- Attributed a fair value charge of GBP16,370 (A$25,000) for
the granting of the options, which has been credited to the option
revaluation reserve.
14. Issued share capital
2013 2012
GBP'000 GBP'000
Authorised:
3,333,333,333 ordinary shares of GBP0.003 each 10,000 10,000
-------- --------
Issued up and fully paid:
928,814,766 (2012: 761,483,067) ordinary shares
of GBP0.003 each GBP2,948 GBP2,284
-------- --------
Movement in share capital
2013 2012
Number GBP'000 Number GBP'000
At 1 July 761,483,067 2,284 530,453,432 1,591
Share issue for exploration
tenements 21,666,667 65 40,000,000 120
Share issues for cash 199,665,032 599 176,947,018 531
Exercise of warrants 0 0 14,082,617 42
At 30 June 982,814,766 2,948 761,483,067 2,284
=========== ======= =========== =======
Subsequent Issue of Shares and Change in Nominal Value
In August 2013, the company raised GBP697,250 (before costs)
through separate issues of 148,888,887 shares at 0.225 pence per
share and 144,900,000 shares at 0.250 pence per share.
In conjunction with that process, and recognising that prior to
that date, the nominal value of shares in the company was 0.3
pence, the company's shareholders approved on 3 September 2013, 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 .01 pence, which will
continue as the company's listed securities.
-- Deferred shares with a 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 GBP1 and then cancelled. These deferred
shares will not be quoted and are effectively worthless.
Warrants and Options on issue
The following warrants (in UK) and options (in Australia) have
been issued by the Company and have not been exercised as at 30
June 2013:
Number Grant Date Expiry Date Exercise Price
8,000,000(1) 24 Nov 2011 24 Nov 2013 AUS$0.04
1,000,000(2) 19 Dec 2010 20 Dec 2013 AUS$0.05
1,000,000(3) 06 Jun 2011 13 Jun 2014 AUS$0.035
4,000,000(4) 10 Aug 2012 21 Jan 2015 GBPGBP0.02
1,100,000(5) 25 Sep 2012 27 Sep 2015 AUS$0.02
58,000,000(6) 19 Mar 2013 19 Mar 2016 AUS$0.007428
26,141,088(6) 18 Apr 2013 19 Mar 2016 AUS$0.007428
20,067,431(7) 29 Apr 2013 30 Sep 2014 AUS$0.0105
8,456,833(8) 29 Apr 2013 30 Sep 2014 GBPGBP0.007
62,887,808(9) 03 Jun 2013 03 Jan 2016 AUS$0.005963
Share options carry no rights to dividends and no voting
rights.
(1) 2,000,000 share options were issued to Directors, Billing,
Durack, Ireland and Ashton on 24 November, 2010.
(2) 500,000 share options each were issued to two former company
consultants on 19 December, 2010.
(3) 500,000 share options were issued to exploration manager
Bradey and CFO Burchard on 6 June, 2011.
(4) 4,000,000 warrants were issued to a UK associate, Simple
CFD's Ltd. on 10 August 2012.
(5) 1,100,000 share options were issued to employees on 25
September 2012.
(6) 84,141,088 share options were issued to the Lindsay Carthew
Family Trust relating to the issue of the debt facility and the
first draw down under that facility.
(7) 20,067,431 share options were issued as part of the open
offer to CDI holders on the Australian register.
(8) 8,456,833 warrants were issued as part of the open offer to
shareholders on the UK register.
(9) 62,887,808 share options were issued to The Lindsay Carthew
Family Trust relating to the drawdown of funds under the debt
facility.
15. Share option revaluation reserve
2013 2012
GBP'000 GBP'000
At 1 July 132 165
Lapse of 5,000,000 Directors options @ GBP0.0019 - (10)
Lapse of 2,000,000 Directors options @ GBP0.0117 - (23)
Attributed Valuation of Debt Facility options 16 -
Valuation of 1,100,000 options @ GBP0.008030 9 -
Valuation of 4,000,000 options @ GBP0.005771 23 -
At 30 June 180 132
------- -------
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 year ended 30 June 2013.
September August
2012 2012
Dividend yield 0.00% 0.00%
Underlying Security spot price A$0.016 A$0.013
Exercise price A$0.02 GBP0.02
Standard deviation of returns 146% 137%
Risk free rate 2.685% 2.870%
Expiration period 3yrs 2.87yrs
Black Scholes valuation per option A$0.0125 A$0.0085
Black Scholes valuation per option GBP0.00803 GBP0.005771
16. Analysis of changes in net cash and cash equivalents
At 1 July
2012 Cash flows Non-cash changes 30 June 2013
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand 526 (328) (10) 188
17. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to
the Group mineral exploration permits. No provision has been made
in the financial statements for these amounts as the expenditure is
expected to be fulfilled in the normal course of the operations of
the Group.
b) Claims of native title
The Directors are aware of native title claims which cover
certain tenements in the Northern Territory. The Group's policy is
to operate in a mode that takes into account the interests of all
stakeholders including traditional owners' requirements and
environmental requirements. At the present date no claims for
native title have seriously affected exploration by the
Company.
c) Contingent Liability
Under the terms of a debt facility agreement entered into, the
company has jointly guaranteed the performance of its subsidiary
companies, Molyhil Mining Pty Ltd, and T M Gold Pty Ltd in terms of
those companies' obligations to the lender.
18. Financial instruments
The Group uses financial instruments comprising cash, liquid
resources and debtors/creditors that arise from its operations.
The Group's exposure to currency and liquidity risk is not
considered significant. The Group's cash balances are held in
Pounds Sterling and in Australian Dollars, the latter being the
currency in which the significant operating expenses are
incurred.
To date the Group has relied upon equity funding to finance
operations. The Directors are confident that adequate cash
resources exist to finance operations to commercial exploitation
but controls over expenditure are carefully managed.
The net fair value of financial assets and liabilities
approximates the carrying values disclosed in the financial
statements. The currency and interest rate profile of the financial
assets is as follows:
2013 2012
GBP'000 GBP'000
Sterling 1 79
Australian Dollars 187 447
188 526
------- -------
The financial assets comprise interest earning bank deposits and
a bank operating account.
Set out below is a comparison by category of carrying amounts
and fair values of all of the Group's financial instruments
recognised in the financial statements, including those classified
under discontinued operations. The fair value of cash and cash
equivalents, trade receivables and payables approximate to book
value due to their short-term maturity.
The fair values of derivatives and borrowings have been
calculated by discounting the expected future cash flows at
prevailing interest rates. The fair values of loan notes and other
financial assets have been calculated using market interest
rates.
2013 2012
Carrying Fair Value Carrying Fair Value
Amount GBP'000 GBP'000 Amount GBP'000 GBP'000
--------------- ---------- --------------- ----------
Financial assets:
Cash and cash equivalents 188 188 526 526
Trade receivables & other current
assets 17 17 27 27
Deposits supporting performance
guarantees 55 55 75 75
Financial liabilities:
Trade and other payables 183 183 237 237
Lease liability - - 5 5
Long Term Finance 607 607 - -
--------------- ---------- --------------- ----------
The following table sets out the carrying amount, by maturity,
of the financial instruments exposed to interest rate risk:
Maturing Total
------------------ --------
Effective
Interest >1 to <2 >2 to <5
30-June 2013 Rate % < 1 year Years Years
Group GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- -------
Financial Assets
Fixed rate
At call Account - AUD 2.0% 128 - - 128
Term Deposit 60 - - 60
-------- -------- -------- -------
188 - - 188
-------- -------- -------- -------
Financial Liabilities
Fixed Rate
Interest bearing liabilities 7.0% 0 0 607 607
-------- -------- -------- -------
30-June 2012
Group
Financial Assets
Fixed rate
At call Account - AUD 3.50% 440 - - 440
Term Deposit - AUD 5.72% 65 - - 65
-------- -------- -------- -------
505 - - 505
-------- -------- -------- -------
Financial Liabilities
Fixed Rate
Interest bearing liabilities 7.09% 6 - - 6
-------- -------- -------- -------
19. Related parties
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries, Molyhil
Mining Pty Ltd., Hale Energy Ltd., Hatches Creek Pty Ltd., and TM
Gold Pty Ltd to enable those companies to carry out its operations
in Australia. At 30 June 2013 the estimated recoupable amount
converted to GBP10,137,000.
Thor Mining PLC engages the services of Ronaldson Solicitors, a
company in which Mr Stephen Ronaldson is a Senior Partner. Mr
Ronaldson is the UK based Company Secretary. During the year
GBP66,000 (2012 GBP28,000) was paid to Ronaldson Solicitors on
normal commercial terms.
20. Post balance sheet events
In August 2013, the company raised GBP697,250 (before costs)
through separate issues of 148,888,887 shares at 0.225 pence per
share and 144,900,000 shares at 0.250 pence per share.
In conjunction with that process, and recognising that prior to
that date, the nominal value of shares in the company was 0.3
pence, the company's shareholders approved on 3 September 2013, 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 .01 pence, which will
continue as the company's listed securities.
-- Deferred shares with a 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 GBP1 and then cancelled. These deferred
shares will not be quoted and are effectively worthless.
Subject to the above matters, there were no material events
arising subsequent to 30 June 2013 to the date of this report which
may significantly affect the operations of the Company, the results
of those operations and the state of affairs of the Company in the
future.
ASX Additional Information
Additional information required by the Australian Stock Exchange
Limited Listing Rules and not disclosed elsewhere in this report is
set out below.
Date and Place of Incorporation, and Application of Takeover
Provisions
a) The company was incorporated in England on 3 November 2004 as
Thor Mining Ltd and was re-registered as a public company, with the
name Thor Mining plc, on 6 June 2005.
b) The company is not subject to Chapters 6, 6A, 6B and 6C of
the Australian CorporationsAct dealing with theacquisition of
shares (including substantial shareholdings and takeovers).
c) As a public company incorporated in Englandand Wales, Thor
Mining Plc may be subject to the City Code on Takeovers andMergers
(the Code). Subject to certain exceptionsand 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
thehighest price paid by thebidder (or any persons acting in
concert with it) for any interest in shares of the relevant class
during the 12 months prior to theannouncement of the offer.
In addition, save in certain specifiedcircumstances, rule 5 of
the code imposesrestrictionson acquisitions which increase a
person's total number of voting rights in Thor Mining Plc (when
aggregated with those of his concert parties) to 30% or more of the
total voting rights of the company or if he, together with his
concert parties, having an interest in 30% or more ofsuch voting
rights, acquires more voting rights up to (and including) a total
of 50%.
Where a bidder obtains acceptances of at least 90% ofthe
sharessubject to a takeover offer (which excludes any shares held
by it or its concert parties) and acceptances of at least 90% ofthe
voting rights carried by the sharessubject 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 10th September2013)
Class of shares and voting rights
(a) at meetings of members or classes of members each member
entitled to vote may vote in person or by proxy or attorney;
and
(b) on a show of hands every person present who is a member has
one vote, and on a poll every person present in person or by proxy
or attorney has one vote for each ordinary share held.
On-market buy-back
There is no current on-market buy-back.
Distribution of listed equity securities
Category (number of shares/warrants) Number of Shareholders
1 - 1,000 727
1,001 - 5,000 426
5,001 - 10,000 309
10,001 - 100,000 1158
100,001 and over 788
----------------------
3,408
----------------------
The number of Australian shareholders holding less than a
marketable parcel is 2,099.
The minimum parcel size is 71,429 shares.
Twenty largest shareholders as at 10 September 2013
Name Number of Percentage
shares held of shares
held
XCAP Nominees 182,581,666 14.30%
Western Desert Resources Limited(*) 68,886,963 5.40%
HSDL Nominees Limited 62,131,672 4.87%
Barclayshare Nominees Limited 56,585,080 4.43%
TD Direct Investing Nominees 55,522,960 4.35%
Peel Hunt Holdings Limited 46,337,045 3.63%
Jim Nominees Limited 30,376,453 2.38%
Winterflood Securities Limited 29,536,006 2.31%
HSBC Client Holdings 27,704,439 2.17%
Investor Nominees Limited 20,874,321 1.64%
L R Nominees Limited 15,246,932 1.19%
Hargreaves Lansdown (Nominees) Limited (VRA) 14,869,839 1.16%
Vidacos Nominees Limited 13,905,140 1.09%
SVS (Nominees) Limited 13,867,294 1.09%
Hargreaves Lansdown (Nominees) Limited (HLNom) 12,802,587 1.00%
Mr & Mrs M Billing (Lapun Kamap Super Fund A/C) 12,743,273 1.00%
Share Nominees Limited 11,166,894 0.87%
JP Morgan Nominees Australia Limited 10,727,287 0.84%
Mick Ashton Nominees Pty. Ltd. 10,042,557 0.79%
Marnet Pty Ltd (The M L Weinberg Family A/C) 8,252,631 0.65%
TOTAL 704,161,039 55.16%
Of the shares held by Western Desert Resources Limited,
21,666,667 are escrowed until 8 April 2014.
Unlisted Option and Warrant holders as at 10 September 2013
Percentage
Number of of warrants
Name Expiry Date Warrants held held
Mr M R Billing 24/11/2013 2,000,000 1.05%
Mr M K Ashton 24/11/2013 2,000,000 1.05%
Mr G M Durack 24/11/2013 2,000,000 1.05%
Mr T J Ireland 24/11/2013 2,000,000 1.05%
Associates (2) 20/12/2013 1,000,000 0.52%
Associates (2) 13/06/2014 1,000,000 0.52%
Simple CFDS Limited (issued 10/08/2012) 21/06/2015 4,000,000 2.10%
Associates (3) 27/09/2015 1,100,000 0.58%
Lindsay Carthew Family Trust 19/03/2016 84,141,088 44.15%
Lindsay Carthew Family Trust 03/06/2016 62,887,808 33.00%
United Kingdom Based Shareholder
Group (22) 30/09/2014 8,400,833 4.41%
Australian Based Shareholder Group
(59) 30/09/2014 20,067,431 10.53%
---------------------------------------- ------------ -------------- ------------
Total unlisted options/warrants 190,597,160 100.00%
------------------------------------------------------ -------------- ------------
Stock Exchanges
Thor Mining PLC shares are dual listed on the AIM market and the
Australian Stock Exchange.
On the ASX they are traded as CDI's.
ASX CORPORATE GOVERNANCE DISCLOSURE
The ASX Code on Corporate Governance requires that every public
company disclose its compliance with each principle of the Code.
During the financial year 2012/13 ("Reporting Period") the Company
has complied with each of the Ten Essential Corporate Governance
Principles and Best Practice Recommendations as published by the
ASX Corporate Governance Council, other than in relation to the
matters specified below.
Recommendation 2.1, 2.2, and 2.3
2.1 Majority of the Board should be Independent Directors.
The Board considers that Mr M K Ashton, Mr G Durack, Mr T J
Ireland and Mr D E Thomas are independent directors in accordance
with Recommendation 2.1. Whilst the remaining director, Chairman,
Mr M R Billing is not independent, the Board believes that all the
individuals on the Board can make, and do make, quality and
independent judgements in the best interests of the Company on all
relevant issues. Any director having a conflict of interest in
relation to a particular item of business must absent himself from
the Board meeting before commencement of discussion on the
topic.
The Board considers that its structure has been, and continues
to be, appropriate in the context of the Company's history and the
size and scale of operations. The Company considers that the
non-independent director possesses skills and experience suitable
for building the Company. The Board intends to reconsider its
composition as the Company's operations evolve, and appoint further
independent directors as appropriate.
2.2 The Chairman should be an independent Director.
Mr Michael Billing is the Executive Chairman and is not
considered to be independent in respect of the ASX Corporate
governance Council's definition of independence. Mr Billing is a
former Director and Chairman of Western Desert Resources Limited, a
continuing shareholder of Thor Mining PLC, albeit no longer deemed
to be a related party. The board considers that the expertise and
dedication of Mr Michael Billing gives cohesiveness and
organisation to the board and its functions.
2.3 The roles of chairperson and chief executive officer should
not be exercised by the same individual.
Mr Michael Billing as the Executive Chairman has also fulfilled
the role of Chief Executive Officer of the Company following the
departure of the former Chief Executive in June 2009. It is planned
that Mr Billing continues in this role until such time as a new
chief executive is recruited.
Recommendation 2.4
A separate Nomination Committee has not been formed.
The Board considers that the Company is not currently of a size
to justify the formation of a nomination committee. The Board as a
whole undertakes the process of reviewing the skill base and
experience of existing Directors to enable identification or
attributes required in new Directors. Where appropriate,
independent advisers are engaged to identify possible new
candidates for the Board.
Recommendation 3
Gender Diversity.
Recommendation 3.2
The Board acknowledges the desirability of achieving gender
diversity across the company, including within its permanent
employees and also those individuals contracted to the company on
long term, part time bases.
The Board's policy is to give women equal opportunity whenever a
position is created.
In view of the limited size of the company's workforce, the
company has not, at this time, developed a more formal policy on
diversity.
Recommendation 3.3
In view of the limited size of the Company's workforce, the
company is yet to develop measurable objectives for achieving
gender diversity. The company recognises the importance of these
objectives, and will revisit this matter as we expand our
workforce.
Recommendation 3.4
The following table discloses the proportion of women employees
and contractors:
Number of Total Proportion
Women Employees Employees of Women Employees
-------------------------- ---------------- ---------- -------------------
Directors 0 5 0%
Other Senior Executives 0 1 0%
Other Permanent Employees 1 1 100%
Contractors 0 3 0%
-------------------------- ---------------- ---------- -------------------
Total 1 10 10%
-------------------------- ---------------- ---------- -------------------
Recommendation 4.2
A separate Audit Committee has not been formed.
Number of audit committee meetings and names of attendees
During the Reporting Period representatives of the audit
committee met with the external auditors in respect of the half
year and full year financial.
Recommendation 4.3
The role of the Audit Committee is carried out by the full Board
with specific assistance from the Executive Chairman and the
Company Secretary. The Board considers this appropriate given its
size and stage of development. As the Company grows, the Board
intends to move towards an Audit Committee comprising primarily
independent Directors.
Recommendation 8.1
Non-disclosure of the process of evaluating the board
The process for evaluation of the Board, individual Directors
and key executives has not been disclosed. However, an evaluation
of the Board, Directors and key executives does occur on an
informal basis at least annually by the Chairman in conjunction
with key Directors.
Recommendation 9.2
The full Board carried out the functions of the Remuneration
Committee. All matters of remuneration were determined by the Board
in accordance with Corporations Act requirements, especially in
respect of related party transactions. That is, no Directors
participated in any deliberation regarding their own remuneration
or related issues.
Skills, experience, expertise and term of office of each
Director
A profile of each Director containing the applicable information
is set out on the Company's website and elsewhere within this
document.
Identification of Independent Directors
Mr M K Ashton, Mr G Durack, Mr T J Ireland and Mr D E Thomas are
independent in accordance with the criteria set out in Box 2.1 of
the ASX Principles and Recommendations.
Statement concerning availability of independent professional
advice
Subject to the approval of the chairman, an individual Director
may engage an outside adviser at the expense of Thor Mining PLC for
the purposes of seeking independent advice in appropriate
circumstances.
Names of nomination committee members and their attendance at
committee meetings
The full Board carries out the functions of the Nomination
Committee. The Board did not convene formally as the Nomination
Committee during the Reporting Period, but rather, discussed
relevant issues on an as-required basis at scheduled Board
meetings.
Names and qualifications of audit committee members
The full Board performs the functions of the Audit Committee. Mr
Michael Billing is financially literate.
During the Reporting Period, an evaluation of the Board was
conducted as an informal review during regular meetings of the
Board.
TENEMENT SCHEDULE
At 30 June 2013, the consolidated entity holds an interest in
the following tenements:
Company
Project Tenement Area kms(2) Area ha. Holders Interest
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil EL22349 228.00 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil EL28948 46.40 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil EL28949 63.40 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil ML23825 95.92 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil ML24429 91.12 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil ML25721 56.2 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS77 16.18 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS78 16.18 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS79 8.09 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS80 16.18 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS81 16.18 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS82 8.09 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS83 16.18 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS84 16.18 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS85 16.18 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Molyhil Mining Pty
Molyhil MLS86 8.05 Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Spring Hill ML23812 10.35 TM Gold Pty Ltd 51%
------------ ---------- ----------- -------- ------------------ ---------
Spring Hill EL22957 16.68 TM Gold Pty Ltd 51%
------------ ---------- ----------- -------- ------------------ ---------
Spring Hill EL28855 19.89 TM Gold Pty Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Spring Hill EL28981 13.36 TM Gold Pty Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Spring Hill EL29465 10.10 TM Gold Pty Ltd 100%
------------ ---------- ----------- -------- ------------------ ---------
Dundas EL63/872 132.02 TM Gold Pty Ltd 60%
------------ ---------- ----------- -------- ------------------ ---------
Dundas EL63/1102 164.22 TM Gold Pty Ltd 60%
------------ ---------- ----------- -------- ------------------ ---------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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