TIDMTHR
RNS Number : 2448S
Thor Mining PLC
29 September 2017
Friday, 29 September 2017
THOR MINING PLC
Thor Mining PLC ("Thor" or the "Company")
Annual Results
The Directors of Thor Mining PLC (AIM, ASX: THR) are pleased to
announce the Company's annual results for the year ended 30 June
2017.
The Company's annual report was also 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 prior to the Annual General Meeting and is also
available on the Company's website www.thormining.com
The Company also advises that an ASX Appendix 4G (Key to
Disclosures: Corporate Governance Council Principles and
Recommendations) and its 2017 Corporate Governance Statement have
been released today and will shortly be available on the Company's
website: www.thormining.com
Enquiries:
Mick Billing +61 (8) 7324 Thor Mining Executive
1935 PLC Chairman
Ray Ridge +61 (8) 7324 Thor Mining CFO/Company
1935 PLC Secretary
Colin Aaronson/ +44 (0) 207 Grant Thornton Nominated
Daniel Bush/ 383 5100 UK LLP Adviser
Richard Tonthat
Elliot Hance +44 (0) 207382 Beaufort Securities Joint Broker
8300 Limited
Nick Emerson +44 (0) 1483 SI Capital Joint Broker
413 500 Ltd
Tim Blythe/ +44 (0) 207 Blytheweigh Financial
Camilla Horsfall 138 3222 PR
The information contained within this announcement
is deemed to constitute inside information as
stipulated under the Market Abuse Regulations
(EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered
to be in the public domain.
The financial information and narrative disclosures in this
announcement, for the year ended 30 June 2017, have been extracted
from the audited financial statements to that date, which were
prepared in accordance with the accounting policies and basis of
preparation below. These financial statements have yet to be
delivered to the Registrar of Companies. The financial statements
for the year ended 30 June 2016 have been delivered to the
Registrar of Companies. The auditors' report in relation to both
years was unqualified, contained an emphasis of matter with respect
to going concern, and did not contain a statement under section
498(2) or 498(3) of the Companies Act 2006.
THOR MINING PLC - CHAIRMAN'S STATEMENT - 2017 ANNUAL REPORT
The year ended June 2017 was a year of significant progress for
Thor. During the year we experienced a strong rebound in key metal
markets, particularly tungsten and copper. This resurgence in metal
prices reinforced the view of the Board of Directors that now is
the time to be on the front foot. During the year, we made
significant investments in our portfolio of tungsten assets, and we
acquired a position in a new strategic metal market: lithium.
Following the year-end, we also agreed to invest in a copper
project, broadening and diversifying our exposure to a range of
metals.
Tungsten
The upgrade in 2015 of the Molyhil Feasibility Study,
demonstrated a Net Present Value after taxes and royalties of
A$72million. While subsequent softening tungsten prices had a
negative impact on that return, recent strong upward movements in
global tungsten prices, along with a series of cost reductions have
restored confidence that returns in this range can be achieved. We
have also commenced initiatives to add additional sources of ore to
the project, thereby extending mine life and improving throughput
rates. Molyhil is shaping up to be a low cost tungsten producer and
we hope to secure finance for project development in the near
term.
Following drilling programs at the Pilot Mountain tungsten
project in the United States we have been able to increase the
resource estimate and have improved the potential for significant
co-product contribution from copper, zinc and silver. While we do
not at this stage have sufficient information to provide us with a
defined view of the scale and scope of operation we would like to
develop at Pilot Mountain, I hope that in the next year this will
be the case.
Copper
While copper has not traditionally been a major focus for Thor,
during the year we identified an opportunity in the copper sector
that we believe is compelling for our shareholders. This new
project, based in South Australia, potentially provides Thor with a
relatively near term path to low cost copper production.
On 1 August 2017, the Company announced an investment in a newly
incorporated private Australian company, Environmental Copper
Recovery SA Pty Ltd. ("ECR"), which has the right to earn an
interest in the portion of the Kapunda Copper deposit in South
Australia that is recoverable via in-situ recovery. We are now
assessing the technical and commercial feasibility of producing
copper using insitu recovery methods from the historic and
established deposit.
Lithium
In June 2017, the Company announced the acquisition of a 25%
interest in US Lithium Pty Ltd ("USL") which holds Lithium projects
in Arizona and New Mexico. In addition, Thor holds an option to
acquire the remaining 75% of USL, subject to satisfactory
completion of project due diligence, which is ongoing.
Gold
In February 2017, Thor completed the A$3.5 million sale of the
Spring Hill gold project with the receipt of the final A$1.5
million for the residual 40% interest. A royalty agreement is in
place for all future gold production from this project and a small
payment against this was received subsequent to the year end. The
new project owners are moving towards regulatory and other
approvals and hope to commence commercial operations during
2018.
Corporate activities
During the year under review, Thor continued to raise funds
successfully from a number of share placings to new and existing
sophisticated investors in the United Kingdom.
Personnel
During the year, directors Trevor Ireland and Mick Ashton
retired from the board of directors. I would like to thank both
Trevor and Mick for their support during a very challenging period
for most junior resource companies.
The board was strengthened with the inclusion of Paul Johnson,
Alastair Middleton and Gervaise Heddle. The different perspectives
and experiences of thse new directors has proven to be very
valuable over the past 12 months.
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 the
Company adds value to our projects and moves towards the
development of its maiden mining operations.
Outlook
The Directors are confident of continued progress across the
Group in the coming year. We have been developing a focus on
projects which have the potential for near term production at
modest cost, and we believe that this strategy, in commodities
which are experiencing strong demand growth, can deliver strong
returns to our investors.
The improvement in tungsten prices supports our confidence that
we can secure finance for the Molyhil tungsten project, while the
Pilot Mountain tungsten project resource continues to grow towards
what we believe will be a globally significant tungsten and multi
commodity deposit.
Our recent investment in the Kapunda copper project also has
added another near term production opportunity in a very robust
market with a strong growth forecast.
Mick Billing
Chairman and Chief Executive Officer
29 September 2017
REVIEW OF OPERATIONS AND STRATEGIC REPORT
Molyhil Tungsten Project - Northern Territory
The 100% owned Molyhil tungsten project is located 220
kilometres north-east of Alice Springs (320km by road) within the
prospective polymetallic province of the Proterozoic Eastern Arunta
Block in the Northern Territory.
Thor Mining PLC acquired this project in 2004 as an advanced
exploration opportunity. Since then the project has been taken to
the level where, it is substantially permitted for development, and
by global standards, it is recognised as one of the higher grade
open pittable tungsten projects, with low capital and operating
costs per unit of tungsten production. We have demonstrated the
production of tungsten concentrates to a quality acceptable to the
market, and hold a Memorandum of Understanding in respect of
concentrate sales with a major international downstream
processor.
Highlights 2016/17
-- A strong rebound in global tungsten prices reflecting
increased demand and also supply constraints provides impetus for
tungsten development projects.
-- Capital and operating costs at Molyhil are at the lower end
of the range of costs for many of the proposed tungsten
developments
-- Capital and operating cost savings have been identified since
2015, and additional savings are being investigated
Pilot Mountain Tungsten Project - United States
The 100% owned Pilot Mountain Project, acquired late in 2014, is
located approximately 200 kilometres south of the city of Reno and
20 kilometres east of the town of Mina located on US Highway
95.
The Pilot Mountain Project is comprised of four tungsten
deposits: Desert Scheelite, Gunmetal, Garnet and Good Hope. All are
in close proximity (3 kilometres) of each other and have been
subjected to small-scale mining activities at various times during
the 20th century.
Thor Mining PLC acquired this project as an advanced exploration
opportunity. It has resource estimates for both Desert Scheelite
and Garnet and significant mineralisation has been intersected in
2017 at the Good Hope deposit. Sufficient metallurgical testwork
has been conducted to demonstrate that a saleable concentrate can
be produced.
Highlights 2016/17
-- During the year drilling at Desert Scheelite and Garnet
resulted in an upgraded resource estimate for Desert Scheelite, and
a maiden resource estimate at Garnet.
-- Subsequent to the end of the year, a second drilling program
intersected significant mineralisation at Good Hope and extended
the Desert Scheelte known mineralisation at depth, along with
identifying a potential additional parallel zone of mineralisation.
At the time of writing laboratory assays from this latest drill
program are yet to be received.
Metal Prices
At the time of writing this report, the selling price in Europe
of Tungsten APT is US$312/mtu, an increase of 64% since the 2016
Annual Report, while the price of Molybdenum Roasted Concentrates
is US$8.90/lb, up 25% since 2016 (Figure 5). The price of tungsten
in particular has improved strongly during the year, reflecting a
firming in demand, and supply constraints, as some Chinese
production has been curtailed for environmental reasons, and
supplies of scrap for recycling have run down.
Copper Projects
Subsequent to the end of the year, On 1(st) August 2017 Thor
announced an investment in a newly incorporated private Australian
company, Environmental Copper Recovery SA Pty Ltd. ("ECR"),
initially via convertible loan notes of up to A$1.8 million, which
will be used to fund field test work and feasibility activities at
Kapunda over the next 3 years. In turn ECR has entered into an
agreement to earn, in two stages, up to 75% of the rights over
metals which may be recovered via in-situ recovery ("ISR")
contained in the Kapunda deposit from Australian listed company,
Terramin Australia Limited ("Terramin" ASX: "TZN").
The copper mineralisation at Kapunda is well known, as is the
presence of leached copper from the deposit into the mine
groundwater, thus providing the opportunity to develop plans for a
staged approach to assess the potential to produce copper
commercially via in-situ recovery technology.
We are additionally fortunate that there is no requirement for
exploration drilling in the hope of finding economic mineralisation
- that work has been done, and the mineralisation is well
known.
In a staged approach to determining feasibility, the first steps
are scheduled to comprise:
-- Finalisation and publication of a JORC compliant resource estimate
-- Stakeholder and regulatory approvals for subsequent "onsite" activities
-- Testing of water from local boreholes for content of copper
and other minerals "naturally leached"
-- Bench scale testing of historical core samples to establish
o Potential flow rates of the mineralised zones
o Verification of copper and potentially other metal recovery
using a variety of "lixiviants"
-- Make applications to secure agreements for cooperative
research and other Australian government funding, where possible,
to bring in additional financial support and 3(rd) party technical
expertise without dilution of project interest.
Assuming initial success from these stages in the next year,
Thor and ECR will then move to field pump testwork and commercial
field recovery trials prior to DFS and regulatory approval
activities.
Lithium Project
In June 2017, the Company announced the acquisition of a 25%
interest in US Lithium Pty Ltd ("USL"). In addition, Thor holds an
option to acquire the remaining 75% of USL, subject to satisfactory
completion of project due diligence.
Should the Company exercise the option, Thor will acquire the
remaining 75% of USL through the issue of 52,777,777 ordinary
shares of 0.01p each in the capital of Thor ("Ordinary Shares") at
a deemed price of 0.90p per Ordinary Share (for a total deemed
share consideration value of GBP475,000).
USL is an Australian private limited company which has a 100%
owned subsidiary company, registered in the United States of
America ("USA"), that holds 100% of four exploration properties;
three in the State of Arizona and one in the State of New Mexico.
USL's primary asset is the Big Sandy project, which comprises 112
Federal claims each of approximately 20 acres in size. A 2017
exploration program was concluded with 231 hand dug channel
samples, with some promising lithium grades discovered, averaging
786 ppm lithium with a range of 19 ppm to 2,930 ppm lithium.
Subsequent to the end of the period, Thor representatives
visited each of the Arizona project sites and collected independent
samples, in particular from the Big Sandy project. Assay testing of
samples collected is now underway along with mineralogy testwork
and Thor has now agreed with the remaining USL shareholders that
the due diligence option period will now not expire until the
receipt and review of these findings. Discussions were also held
with the US Bureau of Land Management ("BLM") who are responsible
for title and permitting issues.
Thor and USL have further agreed to apply for additional mineral
claims, adjacent and close to the existing Big Sandy claims where
both parties agree significant potential exists to expand the
potential deposit.
Gold projects
Dundas Gold Project - Western Australia
At the Dundas Gold Project (in which Thor holds a 60% interest)
a drilling program in 2017 did not intersect any mineralisation of
significance and the Company has elected to withdraw from the
project.
Spring Hill Gold Project - Northern Territory
In February 2017, Thor completed the sale of the Spring Hill
gold project and received the final A$1.5 million sale proceeds for
the residual 40% interest. A royalty agreement is in place for all
future gold production from this project and a small payment
against this was received subsequent to the year-end. The new
project owners are moving towards regulatory and other approvals
and hope to commence commercial operations during 2018.
The Thor royalty entitlement at Spring Hill comprises:
-- A$6.00 per ounce of gold produced from the Spring Hill
tenements where the gold produced is sold for up to A$1,500 per
ounce; and
-- A$14 per ounce of gold produced from the Spring Hill
tenements where the gold produced is sold for amounts over A$1,500
per ounce.
The information in this report that relates to exploration
results, and exploration targets, is based on information compiled
by Richard Bradey, who is a Member of The Australasian Institute of
Mining and Metallurgy. Mr Bradey is an employee of Thor Mining PLC.
He has sufficient experience which is relevant to the style of
mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person
as defined in the 2012 Edition of the 'Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore
Reserves'. Richard Bradey consents to the inclusion in the report
of the matters based on his information in the form and context in
which it appears.
Mineral Resource Estimates
Tungsten, Molybdenum, Copper, and Silver
Molyhil Mineral Summary Resource Estimate (Reported on 30
January 2014)
Classification Resource WO(3) Mo Fe
'000 Grade Tonnes Grade Tonnes Grade
Tonnes % % %
---------------- --------- ----- ------ ----- ------- ------
Indicated 3,820 0.29 10,900 0.13 4,970 18.8
Inferred 890 0.25 2,200 0.14 1,250 15.2
---------------- --------- ----- ------ ----- ------- ------
Total 4,710 0.28 13,100 0.13 6,220 18.1
---------------- --------- ----- ------ ----- ------- ------
Notes
-- Thor Mining PLC holds 100% equity interest in this resource.
-- Mineral Resource reported at 0.1% combined Mo + WO(3) Cut-off and above 200mRL only.
-- Minor rounding errors may occur in compiled totals.
Pilot Mountain Resource Summary 2017 (Reported on 21 May
2017)
Resource WO(3) Ag Cu
MT Grade Contained Grade Contained Grade Contained
% metal g/t metal % metal
(t) (t) (t)
------------ ----------- ------ ----- ---------- ------ --------- ------ ---------
Garnet Indicated - -
Inferred 1.83 0.36 6,590
------------------------ ------ ----- ---------- ------ --------- ------ ---------
Sub
Total 1.83 0.36 6,590
------------------------ ------ ----- ---------- ------ --------- ------ ---------
Desert
Scheelite Indicated 8.41 0.27 22,700 21.3 179 0.14 11,800
Inferred 1.49 0.23 3,430 9.07 13 0.17 2,500
------------------------ ------ ----- ---------- ------ --------- ------ ---------
Sub
Total 9.90 0.26 26,130 19.39 192 0.14 14,300
------------------------ ------ ----- ---------- ------ --------- ------ ---------
Summary Indicated 8.41 0.27 22,700
Inferred 3.32 0.30 10,020
------------------------ ------ ----- ---------- ------ --------- ------ ---------
Pilot Mountain
Total 11.73 0.28 32,720
------------------------- ------ ----- ---------- ------ --------- ------ ---------
Notes
-- Thor Mining PLC holds 100% equity interest in this resource.
-- Mineral Resource reported at 0.1% WO(3) Cut-off
-- Minor rounding errors may occur in compiled totals.
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 2017.
Review of Operations
The net result of operations for the year was a loss of
GBP1,253,000 (2016 loss: GBP1,745,000).
A detailed review of the Group's activities is set out in the
Review of Operations & Strategic Report.
Directors and Officers
The names and details of the Directors and officers of the
company during or since the end of the financial year are:
Michael Robert Billing - CPA - B Bus MAICD - Executive Chairman
and CEO.
Mick Billing has over 40 years of mining and agri-business
experience and a background in finance, specialising in recent
years in assisting in the establishment and management of junior
companies. His career includes experience in company secretarial,
senior commercial, and CFO roles including lengthy periods with
Bougainville Copper Ltd and WMC Resources Ltd. He has worked
extensively with junior resource companies over the past 20 years.
He was appointed to the Board in April 2008.
He is also a director of ASX listed company Southern Gold
Limited.
Gervaise Robert John Heddle - CFA BEc(Hons) BA(Juris) -
Non-Executive Director (appointed 25 July 2016)
Gervaise Heddle is Chief Executive Officer of Greatland Gold PLC
and a Non-Executive Director of MetalNRG PLC. Previously, Mr Heddle
was a Division Director of Macquarie Bank and a Fund Manager and
Director at Merrill Lynch Investment Managers. Gervaise is a CFA
charterholder and has extensive financial markets experience.
Paul Johnson - Non-Executive Director (appointed 2 September
2016)
Paul Johnson is the former Chief Executive Officer of Metal
Tiger Plc, a company quoted on the AIM market of the London Stock
Exchange and Non-executive Director of Metal NRG Plc, a company
quoted on the ISDX Growth Market. Mr Johnson is a Chartered
Accountant, and an Associate of the Chartered Institute of Loss
Adjusters and of the Chartered Insurance Institute. He holds a BSc
(Hons) in Management Science from UMIST School of Management in
Manchester.
Alastair Middleton - Non-Executive Director (appointed 31 March
2017)
Alastair Middleton is a mining industry executive with more than
27 years of international experience, in both underground and open
pit operations. He is a qualified geologist and has a Master of
Science Degree in Mineral Exploration from the Royal School of
Mines, Imperial College. Alastair worked for four years as a Mining
Geologist with Goldfields of South Africa in the early 1990s before
joining Datamine International (UK) where he worked for 14 years as
Mining Consultant. In 2008 he joined Standard Bank as a Technical
Advisor where he had overall responsibility of technical approvals
and "signing off" mining finance deals. Alastair worked on number
of deal transactions involving debt finance, corporate finance,
off-takes, equipment finance, M&A, advisory and business
recoveries. Alastair is a Director of Metal Tiger Plc, a company
quoted on the AIM market Alastair.
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.
Michael Kevin Ashton - Non-Executive Director (resigned 2
September 2016)
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 past Director of ASX listed company Western
Desert Resources Limited.
Trevor John Ireland - F.Aus IMM - Non-Executive Director
(resigned 2 September 2016)
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 consultant to a
number of junior resources companies. Trevor was appointed to the
Board in March 2010.
Ray Ridge - BA(Acc), CA, GIA(cert) - Chief Financial
Officer/Company Secretary
Mr Ridge is a chartered accountant with over 25 years accounting
and commercial management experience. Previous roles include Senior
Audit Manager with Arthur Andersen, Financial Controller and then
Divisional CFO with Elders Ltd, and more recently, General Manager
Commercial & Operations at engineering and construction company
Parsons Brinckerhoff. Mr Ridge was appointed 7(th) April 2014.
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 NEX. Mr Ronaldson is currently
company secretary for a number of companies including eight AIM
listed companies.
Richard Bradey - BSc (App Geol), MSc (Nat Res Man), MAusIMM -
Exploration Manager
Mr Richard Bradey is a Geologist with over 25 years exploration
and development experience. He holds a Bachelor of Science in
Applied Geology and a Masters Degree in Natural Resources. His
career includes exploration, resources development and mine geology
experience with a number of Australian based mining companies.
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 9.50% as
a company contribution to Australian statutory superannuation
schemes. The agreement allows that any services supplied by the
Directors, other than Mr Paul Johnson, 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 Michael Billing who is paid
A$1,200 per day and 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 other mineral deposits.
The primary tungsten assets comprise the Molyhil
Tungsten-Molybdenum Project ("Molyhil") and the Pilot Mountain
tungsten project in the US state of Nevada. The Spring Hill gold
project, located in the Pine Creek area of the Northern Territory
of Australia, was sold during the year ended 30 June 2016, with the
A$1.5 million final instalment of the sale proceeds received in
February 2017.
A detailed review of the Group's activities is set out in the
Review of Operations & Strategic Report.
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 & Strategic
Report.
Results and dividends
The Group incurred a loss after taxation of GBP1,253,000 (2016
loss: GBP1,745,000). 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
At the date these financial statements were approved, the
Directors were not aware of any other significant post balance
sheet events other than those set out in note 22 to the financial
statements.
Substantial Shareholdings
At 22 September 2017, the following had notified the Company of
disclosable interests in 3% or more of the nominal value of the
Company's shares:
Ordinary %
shares
Metal Tiger Plc 34,400,000 8.11
Mr Michael Billing 28,265,242 6.66
Mr Paul Johnson 16,502,649 3.89
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 2017
or their date of resignation if prior to 30 June 2017, were
follows:
Ordinary Shares/CDIs Unlisted Options
30 June 2017 30 June 2016 30 June 2017 30 June 2016
Michael Billing 25,265,242 12,172,455 12,765,040 -
David Thomas 9,160,970 3,026,418 6,306,800 -
Gervaise Heddle
(appointed 25/7/16) 4,637,958 - 8,000,000 -
Paul Johnson
(appointed 2/9/16) 11,002,649 - 13,200,000 -
Alastair Middleton
(appointed 31/3/17) - - - -
Michael Ashton
(resigned 2/9/16) 5,339,020 5,339,020 - -
Trevor Ireland
(resigned 2/9/16) 3,114,795 3,114,795 - -
On 1 December 2016, immediately following the capital
reorganisation, the Ordinary Shares were consolidated on the basis
of 1 new Ordinary Share for every 25 Ordinary Shares held, the
opening 30 June 2016 comparatives have been restated to reflect
this consolidation.
The number of options held at 30 June 2017 does not include
3,000,000 options to each of the five Directors that had been
announced on 31 March 2017 and were subject to shareholder
apprioval. These options were subsequently approved on 27 July
2017, and granted on 28 July 2017.
Directors' Remuneration
The remuneration arrangements in place for directors and other
key management personnel of Thor Mining PLC, are outlined
below.
The Company remunerates the Directors at a level commensurate
with the size of the Company and the experience of its Directors.
The Board has reviewed the Directors' remuneration and believes it
upholds the objectives of the Company with regard to this issue.
Details of the Director emoluments and payments made for
professional services rendered are set out in Note 4 to the
financial statements.
The Australian based directors are paid on a nominal fee basis
amount to A$40,000 per annum (GBP22,196).
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.
2017 Short-term Options Options
Total employee Granted (based
Salary Fees benefits during upon
and Post Employment for Services Salary the Black-Scholes Total
Fees Superannuation rendered & Fees year formula) Benefit
GBP'000 GBP'000 GBP'000 GBP'000 No. GBP'000 GBP'000
millions
Directors
(1, 2)
Michael Billing 132 - 132 132 7.0 19 151
David Thomas 47 - 47 47 7.0 19 66
Paul Johnson(5) - - - - 13.0 27 27
Gervaise Heddle(6) 22 - 22 22 7.0 19 41
Alastair Middleton(4) 6 6 6 3.0 13 19
Michael Ashton(3) 6 - 6 6 4.0 5 11
Trevor Ireland(3) 9 - 9 9 4.0 5 14
Key Personnel:
Ray Ridge(1) 43 - 43 43 - - 43
Richard Bradey 114 11 125 125 1.5 4 129
2017 Total 379 11 390 390 46.5 111 501
--------------------- ---------- --------------- ------------- ---------- --------- -------------- ----------
(1) As at 30 June 2017 amounts of GBP126,770, GBP47,034,
GBP5,913, GBP5,913, GBP6,466, remained unpaid to Messrs Billing,
Thomas, Heddle, Middleton and Ridge respectively.
(2) Each of the Directors received their Directors fees as
shares in lieu of cash payment for the quarter ending 30 September
2016 (being GBP5,913 for each of Messrs Billing, Thomas, Ashton,
and GBP3,942 for Mr Heddle). [In addition, M Billing elected to
receive GBP32,522 as shares in lieu of cash payments for consulting
fees as Executive Chairman that were outstanding from the prior
years, and Mr Thomas received GBP14,783 as shares in lieu of cash
payments for consulting fees outstanding from the prior years.]
(3) Resigned on 2 September 2016.
(4) Appointed 31 March 2017.
(5) Appointed 2 September 2016.
(6) Appointed 25 July 2016.
Short-term Share
Total Fees employee Options
Post for benefits Granted
Salary and Employment Services Salary & during the Options (based upon Total
2016 Fees Superannuation rendered Fees year Black-Scholes formula) Benefit
GBP'000 GBP'000 GBP'000 GBP'000 No. GBP'000 GBP'000
Directors:
(2,3)
Michael
Billing 119 - 119 119 - - 119
Michael
Ashton(4) 29 - 29 29 - - 29
Trevor
Ireland(4) 35 - 35 35 - - 35
David Thomas 40 - 40 40 - - 40
Gregory
Durack(1) 22 - 22 22 - - 22
Key
Personnel:
Ray Ridge(2) 36 - 36 36 - - 36
Richard
Bradey 85 8 93 93 - - 93
2016 Total 366 8 374 374 - - 374
------------ ----------- -------------- ----------- ---------- ---------- ------------------------- -----------
(1) Fees payable to Mr. Durack are paid to Martineau Resources
Pty Ltd. Mr Durack resigned 4 March 2016.
(2) As at 30 June 2016 accrued amounts of GBP120,784, GBP45,304,
GBP35,281, GBP32,499, GBP16,647, and GBP11,468 remained unpaid to
Messrs. Billing, Thomas, Ireland, Ridge, Ashton and Durack
respectively.
(3) Each of the Directors received GBP13,033 of their Directors
fees as shares in lieu of cash payment. M Billing also received
GBP16,735 as shares in lieu of cash payments for consulting fees as
Executive Chairman. The Directors have again agreed to receive
shares in lieu of cash payments for the remainder of their
Directors fee for the year ended 30 June 2016, subject to
shareholder approval (being GBP15,640 for each Director, and
GBP8,689 in the case of G Durack).
(4) Resigned subsequent to the end of the financial year, on 2
September 2016.
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:
2017 Meetings held whilst in Office Meetings attended
Michael Billing 10 10
David Thomas 10 9
Paul Johnson (appointed 2 September 2016) 8 7
Gervaise Heddle (appointed 25 July 2016) 10 10
Alastair Middleton (appointed 31 March 2017) 3 3
Michael Ashton (resigned 2 September 2016) 2 2
Trevor Ireland (resigned 2 September 2016) 2 -
Corporate Governance
The Board is committed to maintaining high standards of
corporate governance. The Board has given consideration to the code
provisions set out in the UK Corporate Governance Code (the "UK
Code") issued by the Financial Conduct Authority and in accordance
with the AIM Rules FOR for Companies (the "AIM Rules"). Whilst the
Company is not required to comply with the UK Code, the Company's
corporate governance procedures take due regard of the principles
of Good Governance set out in the UK Code in relation to the size
and the stage of development of the Company. The Board has also
given consideration to the ASX Corporate Governance Principles and
Recommendations (ASX Corporate Governance Council, 3rd
Edition).
The Company does not have a formal nomination committee, however
it does formally consider board succession issues and whether the
board has the appropriate balance of skills, knowledge, experience,
independence and diversity. This evaluation is undertaken
collectively by the Board, as part of the annual review of its own
performance.
Whilst a separate Remuneration Committee has not been formed,
the Company undertakes alternative procedures to ensure a
transparent process for setting remuneration for Directors and
Senior staff, that is appropriate in the context of the current
size and nature of the Company's operations. The full Board fulfils
the functions of a Remuneration Committee, and considers and agrees
remuneration and conditions as follows:
-- All Director Remuneration is set against the market rate for
Independent Directors for ASX listed companies of a similar size
and nature.
-- The financial package for the Executive Chairman and other
Executive Directors is established by reference to packages
prevailing in the employment market for executives of equivalent
status both in terms of level of responsibility of the position and
their achievement of recognised job qualifications and skills.
The Company does not have a separate Audit Committee, however
the Company undertakes alternative procedures to verify and
safeguard the integrity of the Company's corporate reporting, that
are appropriate in the context of the current size and nature of
the Company's operations, including:
-- the full Board, in conjunction with the joint company
secretaries, fulfils the functions of an Audit Committee and is
responsible for ensuring that the financial performance of the
Group is properly monitored and reported.
-- in this regard, the Board is guided by a formal Audit
Committee Charter which is available on the Company's website at
http://www.thormining.com/aboutus#governance. The Charter includes
consideration of the appointment and removal of external auditors,
and partner rotation.
Further information on the Company's corporate governance
policies is available on the Company's website
www.thormining.com.
Environmental Responsibility
The Company is aware of the potential impact that its subsidiary
companies may have on the environment. The Company ensures that it
and its subsidiaries at a minimum comply with the local regulatory
requirements with regard to the environment.
Employment Policies
The Group will be committed to promoting policies which ensure
that high calibre employees are attracted, retained and motivated,
to ensure the ongoing success for the business. Employees and those
who seek to work within the Group are treated equally regardless of
gender, age, marital status, creed, colour, race or ethnic
origin.
Health and Safety
The Group's aim will be to achieve and maintain a high standard
of workplace safety. In order to achieve this objective the Group
will provide training and support to employees and set demanding
standards for workplace safety.
Payment to Suppliers
The Group's policy is to agree terms and conditions with
suppliers in advance; payment is then made in accordance with the
agreement provided the supplier has met the terms and conditions.
Under normal operating conditions, suppliers are paid within 60
days of receipt of invoice.
Political Contributions and Charitable Donations
During the period the Group did not make any political
contributions or charitable donations.
Annual General Meeting ("AGM")
This report and financial statements will be presented to
shareholders for their approval at the AGM. The Notice of the AGM
will be distributed to shareholders together with the Annual
Report.
Auditors
A resolution to reappoint Chapman Davis LLP, and authorise the
Directors to fix their remuneration, will be proposed at the next
Annual General Meeting.
Statement of disclosure of information to auditors
As at the date of this report the serving Directors confirm
that:
-- So far as each Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
-- they have taken all the steps that they ought to have taken
as Directors in order to make themselves aware of any relevant
audit information and to establish that the Company's auditor is
aware of that information.
Going Concern
The Directors note the substantial losses that the Group has
made for the Year Ended 30 June 2017. The Directors have prepared
cash flow forecasts for the period ending 30 September 2018 which
take account of the current cost and operational structure of the
Group.
The cost structure of the Group comprises a high proportion of
discretionary spend and therefore in the event that cash flows
become constrained, costs can be reduced to enable the Group to
operate within its available funding. As a junior exploration
company, the Directors are aware that the Company must go to the
marketplace to raise cash to meet its exploration and development
plans, and/or consider liquidation of its investments and/or assets
as is deemed appropriate.
These forecasts demonstrate that the Group has sufficient cash
funds available to allow it to continue in business for a period of
at least twelve months from the date of approval of these financial
statements with continued ability to raise capital in the
marketplace, when the Group's discretionary exploration spend is
taken into consideration. Accordingly, the financial statements
have been prepared on a going concern basis. Further consideration
of the Group's Going Concern status is detailed in Note 1 to the
financial statements.
Statement of Directors' Responsibilities
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 AIM 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 29 September 2017.
Michael Billing Ray Ridge
Executive Chairman Chief Financial Officer
Statements of Comprehensive Income for the year ended 30 June
2017
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2017 2016 2017 2016
Administrative expenses (86) (71) (138) (143)
Corporate expenses (641) (596) (265) (204)
Share based payments expense (115) - (115) -
Realised gain/(loss) on financial
assets 70 - 70 (542)
Realised loss on swap facilities - (2) - (2)
Net impairment of subsidiary
loans - - (278) 576
Write off/Impairment of exploration
assets 7 (489) (1,029) - -
Operating Loss 3 (1,261) (1,698) (726) (315)
Interest paid - (47) - -
Sundry Income 8 - 8 -
Loss before Taxation (1,253) (1,745) (718) (315)
Taxation 5 - - - -
Loss for the period (1,253) (1,745) (718) (315)
------------- ------- ---------- -------
Other comprehensive income:
Exchange differences on translating
foreign operations 512 1,225 - -
Other comprehensive income
for the period, net of income
tax 512 1,225 - -
------------- ------- ---------- -------
Total comprehensive income
for the period (741) (520) (718) (315)
============= ======= ========== =======
Basic loss per share 6 (0.40)p (1.01)p
The accompanying notes form an integral part of these financial
statements.
Statements of Financial Position at 30 June 2017 Co No:
05276414
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2017 2016 2017 2016
ASSETS
Non-current assets
Intangible assets - deferred
exploration costs 7 9,867 9,228 - -
Investments in subsidiaries 8 - - 688 688
Loans to subsidiaries 8 - - 8,726 7,886
Equity accounted investment 8 87 - 87 -
Deposits to support performance
bonds 9 21 11 - -
Plant and equipment 10 29 4 - -
Total non-current assets 10,004 9,243 9,501 8,574
-------- -------- ----------- --------
Current assets
Cash and cash equivalents 405 170 379 170
Trade receivables & other
assets 11 29 894 20 893
Total current assets 434 1,064 399 1,063
-------- -------- ----------- --------
Total assets 10,438 10,307 9,900 9,637
-------- -------- ----------- --------
LIABILITIES
Current liabilities
Trade and other payables 12 (459) (503) (118) (96)
Employee Annual Leave Provision (20) (16) - -
Non interest bearing liabilities 14 (30) (96) - -
Interest bearing liabilities 13 (9) - - -
-------- -------- ----------- --------
Total current liabilities (518) (615) (118) (96)
-------- -------- ----------- --------
Non Current Liabilities
Non interest bearing liabilities 13 (10) - - -
-------- -------- ----------- --------
Total non-current liabilities (10) - - -
-------- -------- ----------- --------
Total liabilities (528) (615) (118) (96)
-------- -------- ----------- --------
Net assets 9,910 9,692 9,782 9,541
======== ======== =========== ========
Equity
Issued share capital 15 3,648 3,423 3,648 3,423
Share premium 16,641 16,022 16,641 16,022
Foreign exchange reserve 2,655 2,143 - -
Merger reserve 405 405 405 405
Share based payments reserve 16 115 9 115 9
Retained losses (13,554) (12,310) (11,027) (10,318)
-------- -------- ----------- --------
Total shareholders equity 9,910 9,692 9,782 9,541
======== ======== =========== ========
The accompanying notes form part of these financial statements.
These Financial Statements were approved by the Board of Directors
on 29 September 2017 and were signed on its behalf by:
Michael Billing Ray Ridge
Executive Chairman Chief Financial Officer
Statements of Cash Flows for the year ended 30 June 2017
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2017 2016 2017 2016
Cash flows from operating activities
Operating Loss (1,261) (1,698) (726) (315)
Decrease/(increase) in trade
and other receivables 5 24 11 (9)
Increase/(decrease) in trade
and other payables (23) 89 (57) 13
Increase in provisions 4 - - -
Depreciation 4 13 - -
Exploration expenditure written
off 489 1,029 - -
Impairment subsidiary loans - - 278 (576)
Share based payment expense 115 151 115 -
Realised gain/(loss) on disposal
proceeds receivable (68) - (68) 542
Springhill Sale Commission 46 - 46 -
Tenement bond written off 8 - - -
Realised gain on swap facility - 2 - 2
Net cash outflow from operating
activities (681) (390) (401) (343)
------- ------- --------- -------
Cash flows from investing activities
Interest paid - (54) - -
Expenditure on refundable performance
bonds (18) - - -
Proceeds from disposal of exploration
assets 21 900 1,110 900 1,110
Commission on sale of exploration
assets (46) - (46) -
Purchase of property, plant
and equipment (22) - - -
R&D Grants for exploration expenditure 31 73 - -
Payments for exploration expenditure (591) (544) - -
Loans to controlled entities - - (1,571) (766)
Loans repaid by controlled entities - - 653 -
Net cash in/(out)flow from investing
activities 254 585 (64) 344
------- ------- --------- -------
Cash flows from financing activities
Loans advanced 18 217 - -
Loans repaid (49) (939) - (489)
Finance lease funding received 19 - - -
Net issue of ordinary share
capital 674 654 674 654
------- ------- --------- -------
Net cash inflow from financing
activities 662 (68) 674 165
------- ------- --------- -------
Net increase in cash and cash
equivalents 235 127 209 166
Non cash exchange changes - - - -
Cash and cash equivalents at
beginning of period 170 43 170 4
------- ------- --------- -------
Cash and cash equivalents at
end of period 405 170 379 170
------- ------- --------- -------
Statements of Changes in Equity For the year ended 30 June
2017
Foreign
Currency Share Based
Issued share Retained Translation Merger Payment
Consolidated 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 2015 3,172 15,383 (10,586) 918 405 30 9,322
Loss for the
period - - (1,745) - - - (1,745)
Foreign
currency
translation
reserve - - - 1,225 - - 1,225
Total
comprehensive
(loss) for
the period - - (1,745) 1,225 - - (520)
-------------- ------------- -------------- -------------- -------------- -------------- -------
Transactions with owners in their capacity as owners
Shares issued 251 676 - - - - 927
Cost of shares
issued - (37) - - - - (37)
Share options
lapsed - - 21 - - (21) -
Share options
issued - - - - - - -
At 30 June
2016 3,423 16,022 (12,310) 2,143 405 9 9,692
-------------- ------------- -------------- -------------- -------------- -------------- -------
Balance at 1
July 2016 3,423 16,022 (12,310) 2,143 405 9 9,692
Loss for the
period - - (1,253) - - - (1,253)
Foreign
currency
translation
reserve - - - 512 - - 512
Total
comprehensive
(loss) for
the period - - (1,253) 512 - - (741)
-------------- ------------- -------------- -------------- -------------- -------------- -------
Transactions with owners in their capacity as owners
Shares issued 225 641 - - - - 866
Cost of shares
issued - (22) - - - - (22)
Share options
lapsed - - - - 115 115
Share options
issued - 9 - - (9) -
At 30 June
2017 3,648 16,641 (13,554) 2,655 405 115 9,910
-------------- ------------- -------------- -------------- -------------- -------------- -------
Company
Balance at 1
July 2015 3,172 15,383 (10,024) - 405 30 8,966
Loss for the
period - - (315) - - - (315)
-------------- ------------- -------------- -------------- -------
Total
comprehensive
(loss) for
the period - - (315) - - - (315)
-------------- ------------- -------------- -------------- -------------- -------------- -------
Transactions with owners in their capacity as owners
Shares issued 251 676 - - - - 927
Cost of shares
issued - (37) - - - - (37)
Share options
lapsed - - 21 - - (21) -
Share options
issued - - - - -
At 30 June
2016 3,423 16,022 (10,318) - 405 9 9,541
-------------- ------------- -------------- -------------- -------------- -------------- -------
Balance at 1
July 2016 3,423 16,022 (10,318) - 405 9 9,541
Loss for the
period - - (718) - - - (718)
-------------- ------------- -------------- -------------- -------
Total
comprehensive
(loss) for
the period - - (718) - - - (718)
-------------- ------------- -------------- -------------- -------------- -------------- -------
Transactions with owners in their capacity as owners
Shares issued 225 641 - - - - 866
Cost of shares
issued - (22) - - - - (22)
Share options
lapsed - - 9 - - (9) -
Share options
issued - - - - - 115 115
At 30 June
2017 3,648 16,641 (11,027) - 405 115 9,782
-------------- ------------- -------------- -------------- -------------- -------------- -------
Notes to the Accounts for the year ended 30 June 2017
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year
ended 30 June 2017 were authorised for issue by the Board on 29
September 2017 and the Balance Sheets signed on the Board's behalf
by Michael Billing and Ray Ridge. The Company's ordinary shares are
traded on the AIM Market operated by the London Stock Exchange and
on the Australian Securities Exchange.
b) Statement of compliance with IFRS
The Group'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 and Going Concern
The consolidated financial statements have been prepared on the
historical cost basis, except for the measurement of assets and
financial instruments to fair value as described in the accounting
policies below, and on a going concern basis.
The financial report is presented in Sterling and all values are
rounded to the nearest thousand pounds ("GBP'000") unless otherwise
stated.
The financial report has been prepared on the basis of a going
concern.
The consolidated entity incurred a net loss before tax of
GBP1,253,000 during the period ended 30 June 2017, and had a net
cash outflow of GBP427,000 from operating and investing activities.
The consolidated entity continues to be reliant upon the completion
of capital raisings for continued operations and the provision of
working capital.
The Group's cash flow forecast for the 12 months ending 30
September 2018, highlight the fact that the Company is expected to
generate negative cash flow by that date, inclusive of the
discretionary exploration spend. The Board of Directors, are
evaluating all the options available, including the injection of
funds into the Group during the next 12 months, and are confident
that the necessary funds will be raised in order for the Group to
remain cash positive for the whole period. If additional capital is
not obtained, the going concern basis may not be appropriate, with
the result that the Group may have to realise its assets and
extinguish its liabilities, other than in the ordinary course of
business and at amounts different from those stated in the
financial report. As above, the financial statements have been
prepared on a going concern basis, with no adjustments in respect
of the concerns of the Group's ability to continue to operate under
that assumption.
d) Basis of consolidation
The consolidated financial statements comprise the financial
statements of Thor Mining PLC and its controlled entities. The
financial statements of controlled entities are included in the
consolidated financial statements from the date control commences
until the date control ceases.
The 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 share based remuneration
to Directors of the Group, an employee and the Group's joint
sponsoring brokers, in the form of share options. For further
information refer to Note 16.
The cost of equity-settled transactions is measured by reference
to the fair value of the services provided. If a reliable estimate
cannot be made, the fair value of the Options granted is based on
the Black-Scholes model.
In valuing equity-settled transactions, no account is taken of
any performance conditions, other than conditions linked to the
price of the shares of Thor Mining PLC (market conditions) if
applicable.
The cost of equity-settled transactions is recognised, together
with a corresponding increase in equity, over the period in which
the performance and/or service conditions are fulfilled, ending on
the date on which the relevant holders become fully entitled to the
award (the vesting period).
The cumulative expense recognised for equity-settled
transactions at each reporting date until vesting date reflects (i)
the extent to which the vesting period has expired and (ii) the
Group's best estimate of the number of equity instruments that will
ultimately vest. No adjustment is made for the likelihood of market
performance conditions being met as the effect of these conditions
is included in the determination of fair value at grant date. The
Income Statement charge or credit for a period represents the
movement in cumulative expense recognised as at the beginning and
end of that period.
No expense is recognised for awards that do not ultimately vest,
except for awards where vesting is only conditional upon a market
condition.
If the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any
modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the holder, as
measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it
had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a
new award is substituted for the cancelled award and designated as
a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the
original award, as described in the previous paragraph.
k) 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.
n) Investments
Investments in subsidiary undertakings are stated at cost less
any provision for impairment in value, prior to their elimination
on consolidation.
Investments in associates are initially recognised at cost and
subsequently accounted for using the equity method "Equity
accounted investments". Any goodwill or fair value adjustment
attributable to the Group's share in the associate is not
recognised separately and is included in the amount recognised as
investment in associate. The carrying amount of the investment in
associates is increased or decreased to recognise the Group's share
of the profit or loss and other comprehensive income of the
associate, adjusted where necessary to ensure consistency with the
accounting policies of the Group. Unrealised gains and losses on
transactions between the Group and its associates are eliminated to
the extent of the Group's interest in those entities. Where
unrealised losses are eliminated, the underlying asset is also
tested for impairment.
o) 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 and USA, whose expenses are denominated
in Australian Dollars and US 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.
p) Merger reserve
The difference between the fair value of an acquisition and the
nominal value of the shares allotted in a share exchange have been
credited to a merger reserve account, in accordance with the merger
relief provisions of the Companies Act 2006 and accordingly no
share premium for such transactions is set-up. Where the assets
acquired are impaired, the merger reserve value is reversed to
retained earnings to the extent of the impairment.
q) Property, plant and equipment
Plant and equipment 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.
r) Impairment of assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset's recoverable amount. An
asset's recoverable amount is the higher of its fair value less
costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or Groups
of assets and the asset's value in use cannot be estimated to be
close to its fair value. In such cases the asset is tested for
impairment as part of the cash-generating unit to which it belongs.
When the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset or cash-generating unit
is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses relating to
continuing operations are recognised in those expense categories
consistent with the function of the impaired asset unless the asset
is carried at its revalued amount (in which case the impairment
loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether
there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset's
recoverable amount since the last impairment loss was recognised.
If that is the case the carrying amount of the asset is increased
to its recoverable amount.
That increased amount cannot exceed the carrying amount that
would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such reversal is
recognised in the Income Statement unless the asset is carried at
its revalued amount, in which case the reversal is treated as a
revaluation increase. After such a reversal the depreciation charge
is adjusted in future periods to allocate the asset's revised
carrying amount, less any residual value, on a systematic basis
over its remaining useful life.
s) Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be
reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any
provision is presented in the Income Statement net of any
reimbursement.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects the risks
specific to the liability.
t) Loss per share
Basic loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted to exclude any
costs of servicing equity (other than dividends) and preference
share dividends, divided by the weighted average number of ordinary
shares, adjusted for any bonus element.
Diluted loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted for:
-- costs of servicing equity (other than dividends) and preference share dividends;
-- the after tax effect of dividends and interest associated
with dilutive potential ordinary shares that have been recognised
as expenses; and
-- other non-discretionary changes in revenues or expenses
during the period that would result from the dilution of potential
ordinary shares;
divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus
element.
u) Share based payments reserve
This reserve is used to record the value of equity benefits
provided to employees, consultants and directors as part of their
remuneration and provided to consultants and advisors hired by the
Group from time to time as part of the consideration paid. The
reserve is reduced by the value of equity benefits which have
lapsed during the year.
v) Foreign currency translation reserve
The foreign currency translation reserve is used to record
exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
w) 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 Group or the Company.
x) New standards, amendments and interpretations not yet adopted
At the date of authorisation of these financial statements, the
following Standards and Interpretations which have not been applied
in these financial statements, were in issue but not yet effective
for the year presented:
-- IFRS 9 in respect of Financial Instruments which will be
effective for the accounting periods beginning on or after 1
January 2018.
-- IFRS 15 in respect of Revenue from Contracts with Customers
which will be effective for accounting periods beginning on or
after 1 January 2018.
-- IFRS 16 in respect of Leases which will be effective for
accounting periods beginning on or after 1 January 2019.
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Company.
2. Revenue and segmental analysis - Group
The Group has a number of exploration licenses, and mining
leases, in Australia and the US State of Nevada. All exploration
licences in Australia are managed as one portfolio. The decision to
allocate resources to individual Australian projects in that
portfolio is predominantly based on available cash reserves,
technical data and the expectations of future metal prices. All of
the US licenses are located in the one geological region.
Accordingly, the Group has identified its operating segments to be
Australia and the United States based on the two countries. 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.
GBP'000 GBP'000 GBP'000 GBP'000
Year ended 30 June Head office/
2017 Unallocated Australia United States Consolidated
Revenue
Sundry Income 8 - - 8
Total Segment Expenditure (448) (739) (74) (1,261)
------------ --------- ------------- ------------
Loss from Ordinary
Activities before
Income Tax (440) (739) (74) (1,253)
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (440) (739) (74) (1,253)
------------ --------- ------------- ------------
Assets and Liabilities
Segment assets - 8,166 1,786 9,952
Corporate assets 486 - - 486
------------ --------- ------------- ------------
Total Assets 486 8,166 1,786 10,438
------------ --------- ------------- ------------
Segment liabilities - (380) (31) (411)
Corporate liabilities (117) - - (117)
------------ --------- ------------- ------------
Total Liabilities (117) (380) - (528)
Net Assets 369 7,786 1,755 9,910
------------ --------- ------------- ------------
GBP'000 GBP'000 GBP'000 GBP'000
Year ended 30 June Head office/
2016 Unallocated Australia United States Consolidated
Revenue
Sundry Income - - - -
Total Segment Expenditure (349) (1,317) (79) (1,745)
------------ --------- ------------- ------------
Loss from Ordinary
Activities before
Income Tax (349) (1,317) (79) (1,745)
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (349) (1,317) (79) (1,745)
------------ --------- ------------- ------------
Assets and Liabilities
Segment assets - 7,839 1,405 9,244
Corporate assets 1,063 - - 1,063
------------ --------- ------------- ------------
Total Assets 1,063 7,839 1,405 10,307
------------ --------- ------------- ------------
Segment liabilities - (489) (30) (519)
Corporate liabilities (96) - - (96)
------------ --------- ------------- ------------
Total Liabilities (96) (489) (30) (615)
Net Assets 967 7,350 1,375 9,692
------------ --------- ------------- ------------
3. Operating loss - group
2017 2016
GBP'000 GBP'000
------- -------
This is stated after charging:
Depreciation 4 13
Auditors' remuneration - audit
services 26 27
Auditors' remuneration - non
audit services - -
Options issued - directors,
staff, consultants and lender 115 -
Directors emoluments - fees
and salaries 329 245
Auditors' remuneration for audit services above includes
GBP18,200 (2016: GBP20,200) to Chapman Davis LLP for the audit of
the Company and Group. Remuneration to BDO for the audit of the
Australian subsidiaries was GBP7,380 (2016: GBP6,825).
4. Directors and executive disclosures - Group
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 9.5% as a
company contribution to Australian statutory superannuation
schemes. Mr Johnson was issued 10,000,000 unlisted options in lieu
of Directors fees for the year ended 31 August 2017 (expiry 2
September 2019, exercise price GBP0.0125). The agreement allows for
any services supplied by the Directors to the Company and any of
its subsidiaries in excess of two days in any calendar month (with
the exception of Mr Johnson), can be invoiced to the Company at
market rate, currently at A$1,000 per day, other than Mr Michael
Billing at a rate of A$1,200 per day and Mr David Thomas at a rate
of A$1,500 per day.
(a) Details of Key Management Personnel
(i) Chairman and Chief Executive
Officer
Michael Billing Executive Chairman and Chief Executive
Officer
(ii) Directors
Gervaise Heddle Non-executive Director (appointed
25 July 2016)
David Thomas Non-executive Director
Paul Johnson Non-executive Director (appointed
2 September 2016)
Alastair Middleton Non-executive Director (appointed
31 March 2017)
Michael Ashton Non-executive Director (resigned
2 September 2016)
Trevor Ireland Non-executive Director (resigned
2 September 2016)
(iii) Executives
Ray Ridge CFO/Company Secretary (Australia)
Stephen Ronaldson Company Secretary (UK)
Richard Bradey Chief Exploration Geologist
(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.
Paid/Payable Total Salary
in cash Shares(2) & Fees Options Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ --------- ------------ ------- -------
30 June 2017
Directors: (1,2)
Michael Billing 126 6 132 19 151
David Thomas 41 6 47 19 66
Paul Johnson(5) - - - 27 27
Gervaise Heddle(6) 18 4 22 19 41
Alastair Middleton(4) 6 - 6 13 19
Trevor Ireland(3) 3 6 9 5 14
Michael Ashton(3) - 6 6 5 11
Other Personnel:
Richard Bradey 125 - 125 4 129
Ray Ridge(1) 43 - 43 - 43
(1) As at 30 June 2017 amounts of GBP126,770, GBP47,034,
GBP5,913, GBP5,913, GBP6,466, remained unpaid to Messrs Billing,
Thomas, Heddle, Middleton and Ridge respectively.
(2) Each of the Directors received their Directors fees as
shares in lieu of cash payment for the quarter ending 30 September
2016 (being GBP5,913 for each of Messrs Billing, Thomas, Ashton,
and GBP3,942 for Mr Heddle). [In addition, M Billing elected to
receive GBP32,522 as shares in lieu of cash payments for consulting
fees as Executive Chairman that were outstanding from the prior
years, and Mr Thomas received GBP14,783 as shares in lieu of cash
payments for consulting fees outstanding from the prior years.]
(3) Resigned 2 September 2016.
(4) Appointed 31 March 2017.
(5) Appointed 2 September 2016.
(6) Appointed 25 July 2016.
Paid/Payable Total Salary
in cash Shares(2) & Fees Options Options
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ --------- ------------ ------- -------
30 June 2016
Directors: (1,2)
Michael Billing 89 30 119 - 119
Michael Ashton(4) 16 13 29 - 29
Trevor Ireland(4) 22 13 35 - 35
David Thomas 27 13 40 - 40
Gregory Durack(3) 9 13 22 - 22
Other Personnel:
Richard Bradey 93 - 93 - 93
Ray Ridge(1) 36 - 36 - 36
(1) As at 30 June 2016 accrued amounts of GBP120,784, GBP45,304,
GBP35,281, GBP32,499, GBP16,647, and GBP11,468 remained unpaid to
Messrs. Billing, Thomas, Ireland, Ridge, Ashton and Durack
respectively.
(2) Each of the Directors received GBP13,033 of their Directors
fees as shares in lieu of cash payment. M Billing also received
GBP16,735 as shares in lieu of cash payments for consulting fees as
Executive Chairman. The Directors have again agreed to receive
shares in lieu of cash payments for the remainder of their
Directors fee for the year ended 30 June 2016, subject to
shareholder approval (being GBP15,640 for each Director, and
GBP8,689 in the case of G Durack).
(3) Resigned 4 March 2016.
(4) Resigned subsequent to the end of the financial year, on 2
September 2016.
(c) Compensation
by category Group
2017 2016
GBP'000 GBP'000
----------- -----------
Key Management Personnel
Short-term 379 366
Share Option charges 111 -
Post-employment 11 8
501 374
=========== ===========
(d) Options and rights over equity instruments granted as
remuneration
Mr Johnson was issued 10,000,000 unlisted options in lieu of
Directors fees for the year ended 31 August 2017 (expiry 2
September 2019, exercise price GBP0.0125). The number of options
and the exercise price were adjusted for the 1 for 25 share
consolidation on 1 December 2016. No other options were granted
over ordinary shares to Directors, as remuneration, during the year
ended 30 June 2017.
(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:
Vested
Held Placement Options Debt Held at and exercisable
Key at 30/6/16 Participation Granted Granted Conversion 30/6/17 at 30/6/17
Management or appointment (Note as Remuneration (Note (Note or resignation or resignation
Personnel date A) (Note B) C) D) date date
------------- -------------------- ----------------- ---------------- -------------------- ------------- ---------------------- ---------------
Michael
Billing - - - 7,000,000 8,765,040 15,765,040 12,765,040
David
Thomas - - - 7,000,000 2,306,800 9,306,800 6,306,800
Gervaise
Heddle(4) - 4,000,000 - 7,000,000 - 11,000,000 8,000,000
Paul
Johnson(3) 3,200,000 - 10,000,000 3,000,000 - 16,200,000 13,200,000
Alastair
Middleton(1) - - - 3,000,000 - 3,000,000 -
Richard
Bradey - - - 1,500,000 - 1,500,000 1,500,000
Michael
Ashton(2) - - - 4,000,000 2,768,160 6,768,160 6,768,160
Trevor
Ireland(2) - - - 4,000,000 - 4,000,000 4,000,000
------------- -------------------- ----------------- ---------------- -------------------- ------------- ---------------------- ---------------
(1) Appointed 31 March 2017.
(2) Resigned 2 September 2016. All related options were issued
to these Directors subsequent to their resignation date.
(3) Appointed 2 September 2016.
(4) Appointed 25 July 2016
Notes
A. Mr Heddle participated in a placement on 7 October 2016, as
approved by shareholders on 6 October 2016. The options were
granted to Mr Heddle on the basis of one free option for each share
subscribed for under the placement, on the same terms as other
placees.
B. Paul Johnson elected to receive 10,000,000 options, on 11
October 2016, in lieu of his Directors fees for one year ending 31
August 2017 (the number of options have been adjusted for the
subsequent share consolidation on 1 December 2016). Approved by
Shareholders on 6 October 2016.
C. 4,000,000 options were granted to Directors on 11 October
2016, following shareholder approval on 6 October 2016 (the number
of options have been adjusted for the subsequent share
consolidation on 1 December 2016).
A further 3,000,000 options to each of the Directors was
announced 31 March 2017, subject to shareholder approval. The value
of these options have been expensed in the year ended 30 June 2017
for accounting purposes, however are treated as only having vested
when approved by shareholders on 27 July 2017.
D. Two Directors and a former Director elected to receive
securities in lieu of amounts owing for Director advances and
consulting fees. The options were issued on 11 October 2016, on the
same terms as a placement to other placees undertaken at that time,
being one free option for each share subscribed for under the
placement. Approved by shareholders on 6 October 2016. The number
of shares and options have been adjusted for the subsequent share
consolidation on 1 December 2016.
Held at
30/6/16 Vested
Key Management Granted or resignation and exercisable
Personnel 30/6/15 Acquired as remuneration Expired Exercised date at 30/6/16
Directors
Executive
Michael
Billing - - - - - - -
Non-Executive
David Thomas - - - - - - -
Gregory
Durack - - - - - - -
Michael
Ashton - - - - - - -
Trevor
Ireland - - - - - - -
Other Personnel
Richard
Bradey 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 2017 2016
GBP'000 GBP'000
------- -------
Consulting
Michael Billing Fees (i) 108 90
Consulting
Trevor Ireland Fees (ii) 3 6
Consulting
David Thomas Fees (iii) 23 11
(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 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
2017 2016
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:
2017 2016
GBP'000 GBP'000
Loss on ordinary activities before tax (1,253) (1,745)
------- -------
Effective rate of corporation tax in the
UK 20.00% 20.00%
Loss on ordinary activities multiplied
by the standard rate of corporation tax (251) (349)
Effects of:
Future tax benefit not brought to account 251 349
------- -------
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
2017 2016
Loss for the year (GBP 000's) (1,253) (1,745)
Prior period, as previously reported:
Weighted average number of Ordinary
shares in issue N/A 4,315,444,147
Loss per share (pence) - basic N/A (0.04)p
Prior period adjusted for the impact
of the 25:1 share consolidation:
Weighted average number of Ordinary
shares in issue 315,181,478 172,617,766
Loss per share (pence) - basic (0.40)p (1.01)p
The basic loss per share is derived by dividing the loss for the
period attributable to ordinary shareholders by the weighted
average number of shares in issue.
The weighted average number of shares have been restated, to
take account of the capital reorganisation on 1 December 2016,
being the consolidation of Ordinary Shares on the basis of 1 new
Ordinary Share for every 25 Ordinary Shares held.
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
GBP'000 GBP'000
2017 2016
Cost
At 1 July 9,228 10,401
Additions 565 430
Disposals (refer note 21) - (1,942)
Exchange gain 563 1,368
Write off exploration tenements for year (489) (1,029)
At 30 June 9,867 9,228
------- -------
Amortisation
At 1 July and 30 June - -
Write off exploration tenements previously
impaired - -
Balance - -
Impairment for period - -
Exchange gain - -
------- -------
At 30 June - -
------- -------
Net book value at 30 June 9,867 9,228
------- -------
As at 30 June 2017 the Directors undertook an impairment review
of the deferred exploration costs for the remaining tenements, as a
result of which, GBP489,000 was written off, relating to the Dundas
tenement in Western Australia (tenement number EL63/872).
During the year ended 30 June 2016, the Group wrote off:
-- GBP719,000 relating to the carrying amount of the Spring Hill
tenements. The assets were written down to the assessed recoverable
amount of A$3.5m (GBP1.8m), based on the consideration value for
the sale of Spring Hill. A$2.0m cash was received upon completion
of the sale in February 2016, and the remaining A$1.5m was received
in February 2017. Refer to Note 21.
-- GBP310,000 carrying value of one of the two Dundas tenements
(tenement number EL63/1102) off based upon a decision to relinquish
the tenement in July 2016.
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
Hale Energy Limited (2) Australia Ordinary 100
Black Fire Industrial Minerals Pty Ltd(3) Australia Ordinary 100
Industrial Minerals (USA) Pty Ltd(4) Australia Ordinary 100
Pilot Metals Inc(5) USA Ordinary 100
BFM Resources Inc(6) USA Ordinary 100
US Lithium Pty Ltd(7) Australia Ordinary 25
(1) Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at
the Molyhil project in the Northern Territory of Australia.
(2) During the year ended 30 June 2016, the Dundas tenements (previously held by TM Gold Pty
Ltd) were transferred to Hale Energy Pty Ltd, to permit the sale of TM Gold Pty Ltd holding
only the Spring Hill tenements of interest to the purchaser.
(3) Black Fire Industrial Minerals Pty Ltd is a holding company only. It owns 100% of the
shares in Industrial Minerals (USA) Pty Ltd.
(4) Industrial Minerals (USA) Pty Ltd is a holding company only. It owns 100% of the shares
in Pilot Metals Inc and BFM Resources Inc.
(5) Pilot Metals Inc is engaged in exploration and evaluation activities focused at the Pilot
Mountain project in the US state of Nevada.
(6) BFM Resources Inc is engaged in exploration and evaluation activities focused at the Pilot
Mountain project in the US state of Nevada.
(7) US Lithium Pty Ltd is engaged in exploration and evaluation activities focused at the
Big Sandy project in the US states of Arizona and New Mexico.
Messrs Billing, Ashton, and Ireland were all Directors of the above 100% owned subsidiaries
through until 5 September 2016, when Messrs Ashton, and Ireland resigned. Mr Thomas became
a Director of all of the above 100% subsidiaries from 5 September 2016. Mr Billing remained
as a Director for the whole year.
The previously 100% owned subsidiary TM Gold Pty Ltd was sold effective 26 February 2016 (refer
Note to 21).
(a) Investment in Subsidiary companies:
2017 2016
GBP'000 GBP'000
------- -------
Molyhil Mining Pty Ltd 700 700
Less: Impairment provision against
investment (700) (700)
Hale Energy Limited 1,277 1,277
Less: Investment written off (1,277) (1,277)
Black Fire Industrial Minerals Pty
Ltd 688 688
------- -------
688 688
======= =======
The investments in subsidiaries are carried in the Company's
Balance Sheet at the lower of cost and net realisable value.
Loans to subsidiaries
2017 2016
GBP'000 GBP'000
Molyhil Mining Pty Ltd 8,308 7,672
Less: Impairment provision against
loan (523) (722)
TM Gold Pty Ltd - -
Less: Impairment provision against
loan - -
Hale Energy Limited 1,193 1,117
Less: Impairment provision against
loan (1,193) (716)
Black Fire Industrial Minerals Pty
Ltd 941 535
Less: Impairment provision against
loan - -
------- -------
8,726 7,886
======= =======
The loans to subsidiaries are non-interest bearing, unsecured
and are repayable upon reasonable notice having regard to the
financial stability of the company.
(b) Equity accounted investments
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2017 2016 2017 2016
US Lithium Pty Ltd 87 - 87 -
87 - 87 -
------- ------- ------- -------
On the 15 June 2017, the Company acquired 25% of US Lithium Pty
Ltd, a private Australian company which in turn owns 100% of Big
Sandy Inc, a company incorporated in the United States of America.
Big Sandy Inc has interests in lithium focussed projects in Arizona
and New Mexico, in the United States of America. Separately, a 45
business day first right of refusal agreement was signed to acquire
the remaining 75% of US Lithium Pty Ltd through the issue of
52,777,777 ordinary shares of 0.01p each in the capital of Thor at
a deemed price of 0.90p per ordinary share (being consideration of
GBP475,000). The owners of the remaining 75% of US Lithium Pty Ltd
have granted an extension of the 45 business day period to allow
further due diligence by Thor. As at the date of signing the
financial statements, Thor continue to undertake the due diligence
process.
9. Deposits supporting performance bonds
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2017 2016 2017 2016
Deposits with banks and Governments 21 11 - -
21 11 - -
------- ------- ------- -------
10. Property, plant and equipment
Plant and Equipment:
At cost 60 94 --
Accumulated depreciation (31) (90) --
Total Property, Plant and Equipment 29 4 --
==== ====
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.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2017 2016 2017 2016
At 1 July 4 15 - -
Additions 29 - - -
Foreign exchange impact, net - 2 - -
Disposals - - - -
Depreciation expense (4) (13) - -
At 30 June 29 4 - -
=== ======= ======= =========
The carrying value of the plant and equipment includes finance
leased assets of GBP23,000 (2016: GBPNil)
11. Trade receivables and other assets
Current
Trade and other receivables 19 42 11 42
Receivable for business disposal
(refer Note 21) - 832 - 832
Prepayments 10 20 9 19
29 894 20 893
=== ===
12. Current trade and other payables
Trade payables (235) (342) (30) (88)
Other payables (224) (161) (88) (8)
(459) (503) (118) (96)
----- ----- ----- ----
13. Interest bearing liabilities
Leases
Finance Lease Commitments
Payable:
Within One Year (10) ---
Within One to Five Years (10) ---
----
Minimum Lease Payments (20) ---
----
Less Future Interest Charges 1 ---
----
Net Lease Liability (19) ---
====
Lease Liability is Represented
by:
Current (9) ---
Non Current (10) ---
====
Net Lease Liability (19) ---
====
Finance lease exists in relation to exploration analysing
equipment. The term of the lease is for 2 years.
14. Non interest bearing liabilities
Consolidated Company
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
------- ------- ------- -------
Current
Director advances (30) (96) - -
(30) (96) - -
======= ======= ======= =======
During the year ended 30 June 2017,the Directors' advanced funds
on a no security, no interest basis to meet short term funding
requirements of the Group. During the year ended 30 June 2017, a
further GBP17,000 was advanced, and GBP83,000 of the loans were
repaid.
15. Issued share capital
2017 2016
GBP'000 GBP'000
Issued up and fully paid:
982,870,766 'Deferred Shares' of GBP0.0029
each (1) 2,850 2,850
7,928,958,500 'A Deferred Shares' of GBP0.000096
each (2) 761 -
373,013,208 Ordinary shares of GBP0.0001
each 37 573
(2016: 982,870,766 'Deferred Shares' of
GBP0.0029 each, and
5,736,387,510 ordinary shares of GBP0.0001
each)
------------- ---------
3,648 3,423
============= =========
Movement in share capital
2017 2016
Ordinary shares of GBP0.0001 Number GBP'000 Number GBP'000
At 1 July 5,736,387,510 3,423 3,228,091,211 3,172
Shares issue in lieu of
expenses 446,570,973 45 356,898,014 36
Shares issued for cash 1,400,000,000 140 2,075,000,000 207
Shares issued for acquisition - - 76,398,285 8
Shares issued to extinguish
debt 346,000,000 35 - -
7,928,958,483 3,643 5,736,387,510 3,423
------------- ---------
Post Share Consolidation
25:1 (3) 317,158,340 3,643 n/a n/a
Shares issued for cash 50,000,000 5 - -
Warrants Exercised 5,854,868 - - -
At 30 June 373,013,208 3,648 5,736,387,510 3,423
------------- --------- ------------- ---------
Nominal Value
(1) The nominal value of shares in the company was originally
0.3 pence. At a shareholders meeting in September 2013, the
Company's shareholders approved a re-organisation of the company's
shares which resulted in the creation of two classes of shares,
being:
-- Ordinary shares with a nominal value of 0.01 pence, which
continued as the company's listed securities, and
-- 'Deferred Shares' with a nominal value of 0.29 pence which,
subject to the provisions of the Companies Act 2006, may be
cancelled by the company, or bought back for GBP1 and then
cancelled. These deferred shares are not quoted and carry no rights
whatsoever.
(2) At a shareholders meeting in November 2016, the Company's
shareholders approved a re-organisation of the company's shares
which, on the 1 December 2016, resulted in the existing Ordinary
Shares of 0.01 pence being further split as follows:
-- Ordinary shares with a nominal value of 0.0004 pence, and
-- 'A Deferred Shares' with a nominal value of 0.0096 pence
which, subject to the provisions of the Companies Act 2006, may be
cancelled by the company, or bought back for GBP1 and then
cancelled. These deferred shares are not quoted and carry no rights
whatsoever.
(3) On 1 December 2016, immediately following the capital
reorganisation at (2) above, the Ordinary Shares were consolidated
on the basis of 1 new Ordinary Share with a nominal value of 0.01
pence for every 25 Ordinary Shares held with a nominal value of
0.0004 pence.
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 2017:
Number Grant Date Expiry Date Exercise Price
13,440,000(1) 1 Jun 2016 1 Dec 2018 GBPGBP0.0125
34,560,000(2) 24 Jun 2016 1 Dec 2018 GBPGBP0.0125
16,000,000(3) 5 Sep 2016 5 Mar 2019 GBPGBP0.0125
40,000,000(4) 7 Oct 2016 7 Apr 2019 GBPGBP0.0125
13,840,000(5) 11 Oct 2016 11 Apr 2019 GBPGBP0.0125
20,000,000(6) 11 Oct 2016 26 Jul 2019 GBPGBP0.0125
10,000,000(7) 11 Oct 2016 2 Sep 2019 GBPGBP0.0125
19,145,132(8) 27 Jan 2017 27 Jan 2018 GBPGBP0.0090
1,300,000(9) 27 Jan 2017 27 Jan 2018 GBPGBP0.0090
2,000,000(10) 27 Jun 2017 27 Jun 2019 GBPGBP0.0180
1,500,000(11) 27 Jun 2017 27 Jan 2020 GBPGBP0.0180
171,785,132 total outstanding
------------------------------
Share options (termed warrants in the UK) carry no rights to
dividends and no voting rights.
All Options existing at 1 December 2016 were adjusted for the
Share Consolidation of 25:1.
(1) issued to investors as part of a capital raising in June
2016.
(2) issued to investors as part of a capital raising in June
2016, following shareholder approval.
(3) issued to investors as part of a capital raising in
September 2016.
(4) issued to investors as part of a capital raising in October
2016, following shareholder approval.
(5) issued to Directors and former Directors, following
shareholder approval, in lieu of cash payments owing, on the same
terms as the capital raising on 7 October 2016, at 4 above.
(6) issued to Directors in October 2016, following shareholder
approval.
(7) issued to Mr Johnson, October 2016, in lieu of Directors
Fees for one year through to 31 August 2017.
(8) 25,000,000 warrants issued to investors as part of a capital
raising in January 2017. 5,854,868 warrants have since been
exercised, prior to 30 June 2017.
(9) issued to the Company's joint sponsoring broker, Beaufort
Securities Ltd, for services rendered.
(9) issued to the Company's joint sponsoring broker, SI Capital
Ltd, for services rendered.
(10) issued to a nominee of the Company's Exploration Manager,
in recognition of service over an extended period.
On the 31 March 2017, the Company announced that it would issue
3,000,000 unlisted warrants to each of the five Directors, subject
to shareholder approval. At 30 June 2017 these warrants remained
subject to shareholder approval. These warrants were subsequently
approved by shareholder on 27 July 2017 and issued to the Directors
on 28 July 2017. The warrants are not included in the above list,
having been issued post 30 June 2017. However, as the warrants
contained no other vesting conditions, other than shareholder
approval, the value of the warrants have been expensed in the year
ended 30 June 2017 (refer to Note 16).
16. Share based payments reserve
2017 2016
GBP'000 GBP'000
At 1 July 9 30
Lapse of 600,000 Employee options @ GBP0.00835 - (5)
Lapse of Debt Facility options @ GBP0.00018 - (16)
Lapse of 26,763,987 investor options @ GBP0.00035 (9) -
20,000,000 issued to Directors @ GBP0.001275 25 -
10,000,000 issued to Paul Johnson @ GBP0.001325 13 -
1,300,000 issued to Beaufort Securities
Ltd @ GBP0.001411 2 -
2,000,000 issued to SI Capital Ltd @ GBP0.001857 4 -
1,500,000 issued to a nominee of an employee
@ GBP0.002710 4 -
15,000,000 issued to Directors @ GBP0.004469 67 -
At 30 June 115 9
------- -------
Options are valued at an estimate of the cost of the services
provided. Where the fair value of the services provided cannot be
estimated, the value of the options granted is calculated using the
Black-Scholes model taking into account the terms and conditions
upon which the options are granted. The following table lists the
inputs to the model used for the share options remaining in the
Share Based Payments Reserve at the year ended 30 June 2017.
20,000,000 issued to Directors on 11 October
2016
Dividend yield 0.00%
Underlying Security spot price GBP0.00625
Exercise price GBP0.0125
Standard deviation of returns 60%
Risk free rate 1.67%
Expiration period 2.79yrs
Black Scholes valuation per option GBP0.001275
10,000,000 Options Issued to Paul Johnson
on 11 October 2016
Dividend yield 0.00%
Underlying Security spot price GBP0.00625
Exercise price GBP0.0125
Standard deviation of returns 60%
Risk free rate 1.67%
Expiration period 2.89yrs
Black Scholes valuation per option GBP0.001325
1,300,000 issued to Beaufort Securities
Ltd on 27 January 2017
Dividend yield 0.00%
Underlying Security spot price GBP0.006888
Exercise price GBP0.009
Standard deviation of returns 60%
Risk free rate 1.79%
Expiration period 1.49yrs
Black Scholes valuation per option GBP0.001411
2,000,000 issued to SI Capital Ltd on 27
June 2017
Dividend yield 0.00%
Underlying Security spot price GBP0.0105
Exercise price GBP0.018
Standard deviation of returns 60%
Risk free rate 1.67%
Expiration period 2yrs
Black Scholes valuation per option GBP0.001857
1,500,000 issued to a nominee of an employee
on 27 June 2017
Dividend yield 0.00%
Underlying Security spot price GBP0.0105
Exercise price GBP0.018
Standard deviation of returns 60%
Risk free rate 1.79%
Expiration period 3yrs
Black Scholes valuation per option GBP0.002710
15,000,000 issued to Directors on 28 July
2017
Dividend yield 0.00%
Underlying Security spot price GBP0.013555
Exercise price GBP0.018
Standard deviation of returns 60%
Risk free rate 1.89%
Expiration period 3yrs
Black Scholes valuation per option GBP0.004469
17. Analysis of changes in net cash and cash equivalents
1 July 2016 Cash flows Non-cash changes 30 June 2017
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand - Group 170 235 - 405
----------- ---------- ---------------- -------------
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to
the Group mineral exploration permits. No provision has been made
in the financial statements for these amounts as the expenditure is
expected to be fulfilled in the normal course of the operations of
the Group.
b) Claims of native title
The Directors are aware of native title claims which cover
certain tenements in the Northern Territory. The Group's policy is
to operate in a mode that takes into account the interests of all
stakeholders including traditional owners' requirements and
environmental requirements. At the present date no claims for
native title have seriously affected exploration by the
Company.
c) Contingent Liability
As at 30 June 2017, the Group had no contingent liabilities.
19. Financial instruments
The Group uses financial instruments comprising cash, liquid
resources and debtors/creditors that arise from its operations.
The Group's exposure to currency and liquidity risk is not
considered significant. The Group's cash balances are held in
Pounds Sterling and in Australian Dollars, the latter being the
currency in which the significant operating expenses are
incurred.
To date the Group has relied upon equity funding to finance
operations. The Directors are confident that they will be able to
raise additional equity capital to finance operations to commercial
exploitation but controls over expenditure are carefully
managed.
The net fair value of financial assets and liabilities
approximates the carrying values disclosed in the financial
statements. The currency and interest rate profile of the Group's
financial assets is as follows:
2017 2016
GBP'000 GBP'000
Sterling 84 169
Australian Dollars 321 1
405 170
------- -------
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.
2017 2016
Carrying Carrying
Amount Fair Value Amount Fair Value
GBP'000 GBP'000 GBP'000 GBP'000
-------- ---------- -------- ----------
Financial assets:
Cash and cash equivalents 405 405 170 170
Trade & other receivables 19 19 874 874
Deposits supporting performance
guarantees 21 21 11 11
Financial liabilities:
Trade and other payables 459 459 503 503
Non interest bearing liabilities 30 30 96 96
Interest bearing liabilities 19 19 - -
-------- ---------- -------- ----------
The following table sets out the carrying amount, by maturity,
of the financial instruments exposed to interest rate risk:
Maturing Total
------------------ --------- -------
Effective
30-June 2017 - Interest >1 to <2 >2 to
Group Rate % < 1 year Years <5 Years
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- --------- -------
Financial Assets
Fixed rate
At call Account
- AUD 0% 321 - - 321
At call Account
- STG 0.05% 84 - - 84
-------- -------- --------- -------
405 - - 405
-------- -------- --------- -------
Financial Liabilities
Fixed Rate
Interest bearing
liabilities 4.7% 9 10 - 19
-------- -------- --------- -------
30-June 2016 -
Group
Financial Assets
Fixed rate
At call Account
- AUD 0% 169 - - 169
At call Account
- STG 0.05% 1 - - 1
-------- -------- --------- -------
170 - - 170
-------- -------- --------- -------
Financial Liabilities
Fixed Rate
Interest bearing
liabilities - - - -
-------- -------- --------- -------
20. Related parties transactions
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries to enable
those companies to carry out their operations. At 30 June 2017 the
estimated recoupable amount converted to GBP8,726,000 (refer Note
8(b)).
Thor Mining PLC engages the services of Ronaldsons LLP
Solicitors, a company in which Mr Stephen Ronaldson is a Partner.
Mr Ronaldson is the UK based Company Secretary of Thor. During the
year GBP18,200 (2016 GBP15,317) was paid to Ronaldsons LLP
Solicitors on normal commercial terms.
21. Business Disposal
TM Gold Pty Ltd ("TM Gold") was a 100% owned subsidiary of Thor,
with activities in the state of Western Australia (Dundas
tenements) and the Northern Territory of Australia (Spring Hill
tenements). On the 26 February 2016, the Group completed a share
purchase and subscription agreement to dispose of the Spring Hill
tenements, through the disposal of 100% of Thor's shareholding in
TM Gold to PC Gold Pty Ltd ("PC Gold"). Prior to completion of the
sale, the Dundas tenements were transferred to another 100% owned
subsidiary of Thor, Hale Energy Limited at book value. The share
purchase and subscription agreement was then enacted, with PC Gold
subscribing for new ordinary shares equating to a 60% shareholding
of the issued shares in TM Gold for A$2.0m (GBP1.11m) cash. The
Group and PC Gold were legally committed to the transfer of the
remaining 40% shareholding held by Thor no later than February
2017, in exchange for the remaining instalment of A$1.5m
(GBP0.832m). The A$1.5m instalment was received in February 2017
and has been removed from the Group's receivables (refer to Note
11).
The consideration payable to Thor also includes a royalty
of:
A$6.00 per ounce of gold produced from the Spring Hill tenements
where the gold is sold for up to A$1,500 per ounce; and
A$14 per ounce of gold produced from the Spring Hill tenements
where the gold so produced is sold for amounts over A$1,500 per
ounce.
Given the inherent uncertainties in determining the likely
amount of the potential future royalties, the Directors have
elected to not to ascribe a value to the royalty at this point.
The Income Statement impact of this transaction for the
Consolidated Group for the year ended 30 June 2016 was as
follows:
GBP'000
Deferred exploration asset for Spring
Hill at sale completion (1) 1,942
Sale proceeds received (1,110)
Sale proceeds receivable (refer Note
11) (832)
-------
Nil Profit / (Loss) on disposal -
-------
(1) As at 31 December 2015, the Group had executed an option
agreement for the sale of Spring Hill. That agreement provided a
third party with the option to acquire the Spring Hill tenements
though the acquisition of 100% of TM Gold Pty Ltd for total
consideration of A$3.5m and production royalties. Based on this,
the Directors revalued the carrying value of the Spring Hill
tenement downwards by GBP719,000 to its realisable value.
The Income Statement impact of this transaction for the Company
for the year ended 30 June 2016 was as follows:
GBP'000
Loan balance owing by TM Gold at sale
completion 4,159
Less existing impairment provision against
the loan (1,675)
Net loan balance at sale completion 2,484
Loan repaid from share subscription received (1,110)
Loan offset by remaining proceeds receivable
(refer Note 11) (832)
-------
Realised loss on financial asset 542
-------
22. Post balance sheet events
As announced on 5 July 2017, the Group has been granted an
additional exploration licence area (EL31443) which secures
additional ground along strike from the Molyhil tungsten deposit in
the Northern Territory, Australia.
On 28 July 2017, following shareholder approval, the Company
issued:
-- 51,111,111 ordinary shares at a price of 0.9 pence, to raise
a total of GBP460,000 before costs. As part of the placement,
placees received one free warrant for every ordinary share
subscribed for. The warrants have an exercise price of 1.8 pence
and expire on 28 July 2019. Two Directors participated in this
placement to the value of GBP72,000.
-- 15,000,000 warrants to Directors. The warrants have an expiry
of 31 March 2020 and an exercise price of 1.8 pence. These warrants
were announced on 31 March 2017, subject to shareholder approval.
The warrants were valued using the black scholes method and were
expensed in the year ended 30 June 2017, as required by Accounting
Standards.
On 2 August 2017, the Group signed a binding term sheet to
acquire an interest in the historically mined Kapunda copper
deposit in South Australia (Kapunda). The Group will invest in a
newly incorporated private Australian company, Environmental Copper
Recovery SA Pty Ltd (ECR), initially via convertible notes of up to
A$1.8 million, which will be used to fund field test work and
feasibility activities at Kapunda over the next three years.
Conversion of the convertible notes are at the sole discretion of
Thor, and will result in Thor holding up to 60% equity interest in
ECR. The term sheet also provides that Thor has immediate Board
control of ECR. In turn, ECR has entered into an agreement to earn
a 50% interest in the rights over metals which may be recovered via
in-situ recovery at the Kapunda deposit, from Australian ASX
listed, Terramin Australia Limited (ASX: TZN), for expenditure of
A$2.0 million on field test work. ECR can then opt to earn a
further 25% interest through additional expenditure of A$4.0
million.
Other than the above matters, there were no material events
arising subsequent to 30 June 2017 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 Corporations Act dealing with the acquisition of
shares (including substantial shareholdings and takeovers).
c) As a public company incorporated in England and Wales, Thor
Mining Plc is subject to the City Code on Takeovers and Mergers
(the Code). Subject to certain exceptions and limitations, a
mandatory offer is required to be made under Rule 9 of the Code
broadly where:
(i) a bidder and any persons acting in concert with it acquire
shares carrying 30% or more of the voting rights of a target
company; or
(ii) if a bidder, together with any concert parties, increases
its holding where its holding is not less than 30% but not more
than 50% of the voting rights.
Rule 9 requires a mandatory offer to be made in cash and at the
highest price paid by the bidder (or any persons acting in concert
with it) for any interest in shares of the relevant class during
the 12 months prior to the announcement of the offer.
In addition, save in certain specified circumstances, rule 5 of
the code imposes restrictions on acquisitions which increase a
person's total number of voting rights in Thor Mining Plc (when
aggregated with those of his concert parties) to 30% or more of the
total voting rights of the company or if he, together with his
concert parties, having an interest in 30% or more of such voting
rights, acquires more voting rights up to (and including) a total
of 50%.
Where a bidder obtains acceptances of at least 90% of the shares
subject to a takeover offer (which excludes any shares held by it
or its concert parties) and acceptances of at least 90% of the
voting rights carried by the shares subject to the offer, it can
require the remaining shareholders who have not accepted the offer
to sell their shares on the terms of the offer.
Shareholdings (as at 22 September 2017)
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 1,772
1,001 - 5,000 791
5,001 - 10,000 220
10,001 - 100,000 421
100,001 and over 203
----------------------
3,407
----------------------
The number of Australian shareholders holding less than a
marketable parcel is 2,800.
The minimum parcel size is 31,250 shares.
Twenty largest shareholders as at 22 September 2017
Name Number Percentage
of shares of shares
held held
BARCLAYS DIRECT INVESTING NOMINEES
LIMITED <CLIENT1> 44,696,067 10.54%
MR MICHAEL ROBERT BILLING & RELATED
ACCOUNTS 28,265,242 6.66%
SHARE NOMINEES LTD 20,454,564 4.82%
TD DIRECT INVESTING NOMINEES (EUROPE)
LIMITED <SMKTNOMS> 17,880,379 4.22%
HSDL NOMINEES LIMITED 16,961,047 4.00%
MR PAUL JOHNSON & RELATED ACCOUNTS 16,502,649 3.89%
HARGREAVES LANSDOWN (NOMINEES) LIMITED
<VRA> 16,242,901 3.83%
HARGREAVE HALE NOMINEES LIMITED
<LON> 16,001,800 3.77%
TD DIRECT INVESTING NOMINEES (EUROPE)
LIMITED <SMKTISAS> 12,833,922 3.03%
HARGREAVES LANSDOWN (NOMINEES) LIMITED
<15942> 12,379,856 2.92%
LAWSHARE NOMINEES LIMITED <SIPP> 11,415,652 2.69%
BEAUFORT NOMINEES LIMITED <SSLNOMS> 11,110,479 2.62%
JIM NOMINEES LIMITED <JARVIS> 10,737,628 2.53%
HARGREAVES LANSDOWN (NOMINEES) LIMITED
<HLNOM> 10,226,181 2.41%
MR DAVID EDWARD THOMAS + MRS BARBARA
JEAN THOMAS 9,160,969 2.16%
VIDACOS NOMINEES LIMITED <RBCRBSMR> 9,065,002 2.14%
HSDL NOMINEES LIMITED <MAXI> 7,059,046 1.66%
DUNHAM INVESTMENTS PTY LTD 7,000,000 1.65%
TD DIRECT INVESTING NOMINEES (EUROPE)
LIMITED <TDWHSIPP> 6,959,043 1.64%
INVESTOR NOMINEES LIMITED <NOMINEE> 6,809,872 1.61%
TOTAL 291,762,299 68.79%
---------------------------------------- ------------ -----------
Unlisted Option and Warrant holders as at 22 September 2017
Expiry Number Number Percentage
Date of Holders of Warrants of Total
Option Holders Warrants
Placees June 2016 1-Dec-18 18 48,000,000 20.2%
Placees Sept 2016 5-Mar-19 1 16,000,000 6.7%
Placees Oct 2016 7-Apr-19 6 40,000,000 16.8%
Directors & former Directors
(in lieu of amounts owed)
Oct 2016 11-Apr-19 5 13,840,000 5.8%
Directors Oct 2016 26-Jul-19 5 20,000,000 8.4%
P Johnson (in lieu of Directors
fees) Oct 2016 2-Sep-19 1 10,000,000 4.2%
Placees Jan 2017 27-Jan-18 9 19,145,132 8.0%
Beaufort Securities Ltd (joint
broker) Jan 2017 27-Jan-18 1 1,300,000 0.5%
SI Capital Ltd (joint broker)
June 2017 27-Jun-19 1 2,000,000 0.8%
Nominee of Thor Exploration
Manager June 2017 27-Jan-20 1 1,500,000 0.6%
Directors July 2017 31-Mar-20 5 15,000,000 6.3%
Placees July 2017 28-Jul-19 18 51,111,111 21.5%
237,896,243 100.0%
------------ ----------
Securities held on Escrow
Total shares and CDIs on issue are 424,124,319. No shares or
CDIs are held in escrow.
Stock Exchanges
Thor Mining PLC shares are dual listed on the AIM market and the
Australian Stock Exchange. On the ASX they are traded as CDIs.
ASX CORPORATE GOVERNANCE DISCLOSURE
The Board is committed to maintaining high standards of
corporate governance. The Board has given consideration to the code
provisions set out in the UK Corporate Governance Code (the "UK
Code") issued by the Financial Conduct Authority and in accordance
with the AIM Rules. Whilst the Company is not required to comply
with the UK Code, the Company's corporate governance procedures
take due regard of the principles of Good Governance set out in the
UK Code in relation to the size and the stage of development of the
Company. The Board has also given consideration to the ASX
Corporate Governance Principles and Recommendations (ASX Corporate
Governance Council, 3rd Edition).
A copy of the Company's corporate governance policy is available
on the Company's website
http://www.thormining.com/aboutus#governance.
Skills, experience, expertise and term of office of each
Director
A profile of each Director containing the applicable information
is set out on the Company's website and elsewhere within this
document.
Identification of Independent Directors
Mr G Heddle and Mr D Thomas are independent in accordance with
the criteria set out in the ASX Principles and Recommendations.
Statement concerning availability of independent professional
advice
Subject to the approval of the chairman, an individual Director
may engage an outside adviser at the expense of Thor Mining Plc for
the purposes of seeking independent advice in appropriate
circumstances.
Names of nomination committee members and their attendance at
committee meetings
Whilst the Company does not have a formal nomination committee,
it does formally consider Board succession issues and whether the
Board has the appropriate balance of skills, knowledge, experience,
independence and diversity. .
Names and qualifications of audit committee members
The full Board performs the functions of the Audit Committee.
Messrs Billing, Heddle and Johnson are financially literate.
The Board last undertook a formal evaluation of its performance
on 30 July 2015. However, the majority of the current Directors,
being Messrs Heddle, Johnson and Middleton, were appointed during
the most recent financial year, ended 30 June 2017.
TENEMENT SCHEDULE
At 30 June 2017, the consolidated entity holds an interest in
the following Australian tenements:
Area Area Company
Project Tenement kms(2) ha. Holders Interest
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil EL22349 228.10 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil EL28948 16.50 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil EL31130 60.23 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil EL31443 66.48 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil ML23825 95.92 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil ML24429 91.12 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil ML25721 56.2 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil AA29732 38.6 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS77 16.18 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS78 16.18 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS79 8.09 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS80 16.18 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS81 16.18 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS82 8.09 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS83 16.18 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS84 16.18 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS85 16.18 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Molyhil Mining
Molyhil MLS86 8.05 Pty Ltd 100%
-------- --------- ------- ----- ------------------- ---------
Dundas* EL63/872 62.40 Hale Energy Limited 60%
-------- --------- ------- ----- ------------------- ---------
* written off in the year ended 30 June 2017, as the Group
intends to relinquish this tenement at the renewal date.
At 30 June 2017, the consolidated entity holds an interest in
the following tenements in the US State of Nevada:
Claim Prospect Claim Number Area Holders Company
Group Interest
-------- ----------------- -------------- ----------------- --------------- ---------
NT #55 - 45blocks (611ha
Platoro Desert Scheelite 64 or 1,510 acres) 100%
-------- ----------------- -------------- ---------------------------------- ---------
Garnet NT #9 - 18
Pilot Metals
Inc
-------- ----------------- -------------- ----------------- ---------
Gunmetal NT #19 -
22, 6, 7
----------------- --------------
Good Hope NT #1 - 5,
41 - 54
-------- ----------------- -------------- ----------------- --------------- ---------
109blocks
BFM Black Fire (1,481ha or BFM Resources
1 Claims BFM1 - BFM109 3,660 acres) Inc 100%
-------- ----------------- -------------- ----------------- --------------- ---------
BFM Des Scheel BFM109 - 22blocks (299ha BFM Resources
2 East BFM131 or 739Acre) Inc 100%
-------- ----------------- -------------- ----------------- --------------- ---------
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR PGUPWBUPMUBB
(END) Dow Jones Newswires
September 29, 2017 05:35 ET (09:35 GMT)
Thor Energy (LSE:THR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Thor Energy (LSE:THR)
Historical Stock Chart
From Jul 2023 to Jul 2024
