TIDMTHR
RNS Number : 5667B
Thor Mining PLC
21 September 2018
Friday, 21 September 2018
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
2018.
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 2018 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 1935 Thor Mining PLC Executive Chairman
Ray Ridge +61 (8) 7324 1935 Thor Mining PLC CFO/Company
Secretary
Colin Aaronson/ +44 (0) 207 383 Grant Thornton UK Nominated Adviser
Richard Tonthat/Ben 5100 LLP
Roberts
David Hignell / Rob +44 (0)20 3861 Northland Capital Joint Broker
Rees / Isabella Pierre 6625 Partners Limited
Nick Emerson +44 (0) 1483 413 SI Capital Ltd Broker
500
Tim Blythe/ Camilla +44 (0) 207 138 Blytheweigh Financial PR
Horsfall 3222
Updates on the Company's activities are regularly posted on
Thor's website www.thormining.com, which includes a facility to
register to receive these updates by email, and on the Company's
twitter page @ThorMining.
About Thor Mining PLC
Thor Mining PLC (AIM, ASX: THR) is a resources company quoted on
the AIM Market of the London Stock Exchange and on ASX in
Australia.
Thor holds 100% of the advanced Molyhil tungsten project in the
Northern Territory of Australia, for which an updated feasibility
study in 2015(1) suggested attractive returns.
Thor also holds 100% of the Pilot Mountain tungsten project in
Nevada USA which has a JORC 2012 Indicated and Inferred Resources
Estimate(2) on 2 of the 4 known deposits. The US Department of the
Interior has confirmed that tungsten, the primary resource mineral
at Pilot Mountain, has been included in the final list of Critical
Minerals 2018.
Thor is also acquiring up to a 60% interest Australian copper
development company Environmental Copper Recovery SA Pty Ltd, which
in turn holds rights to earn up to a 75% interest in the mineral
rights and claims over the resource(3) on the portion of the
historic Kapunda copper mine in South Australia recoverable by way
of in situ recovery.
Thor has a material interest in USA Lithium Pty Limited, an
Australian private company with a 100% Interest in a Lithium
project in Nevada, USA.
Finally, Thor also holds a production royalty entitlement from
the Spring Hill Gold project of:
-- A$6 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.
Notes
(1) Refer ASX and AIM announcement of 12 January 2015
(2) Refer AIM announcement of 22 May 2017 and ASX announcement
of 23 May 2017
(3) Refer AIM and ASX announcements of 12 February 2018
Refer AIM announcements of 26 February 2016 and ASX announcement
of 29 February 2016
The financial information and narrative disclosures in this
announcement, for the year ended 30 June 2018, 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 2017 have been delivered to the
Registrar of Companies. The auditors' report in relation to both
years was unqualified, and did not contain a statement under
section 498(2) or 498(3) of the Companies Act 2006.
THOR MINING PLC - CHAIRMAN'S STATEMENT - 2018 ANNUAL REPORT
The year ended June 2018 was one of significant progress for
Thor. During the year the strong rebound in the tungsten market was
sutained, and molybdenum also picked up very strongly. This
resurgence in metal prices reinforced the view of the Board of
Directors that our strategy of commercialisation of these assets is
realistic. During the year, we made significant progress in our
portfolio of tungsten assets, and also in our newly acquired
position in a key copper project.
Tungsten
Substantial progress with the Molyhil tungsten and molybdenum
project resulted in an upgraded Open Pit Ore Reserve statement in
January 2018, increasing the open pit mine life by one year to
seven years, with an 11% increase in the tonnes of contained
tungsten, and a 19% increase in the quantity of contained
molybdenum.
Subsequent to the end of the year, in August 2018, we announced
an upgraded Definitive Feasibility Study (DFS) with outcomes well
exceeding those of previous studies.
Our objective in the coming months is to secure finance for the
Molyhil project, in order to commence development in the early part
of 2019, and first production around 12 months from then.
Following the upgraded resource estimate at the Pilot Mountain
tungsten project in Nevada in the United States we commissioned a
Scoping Study to investigate broad operating parameters, potential
scale, and high level commercial viability of mining and processing
for these deposits. I am very pleased to report that in September
2018 we announced the results of this study which demonstrated the
potential for profitable operations for up to 12 years.
Our task over the next 12 months, is to upgrade these studies
towards Prefeasibility status, and work has already commenced with
metallurgical laboratories, environmental studies, and utility
providers in this regard.
Copper
In 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 a 75%
interest in the portion of the Kapunda Copper deposit in South
Australia that is recoverable utilising in-situ recovery.
Subsequently, an Inferred Resource estimate for that part of the
deposit which is amenable to insitu recovery techniques was
published in February 2018, containing 119,000 tonnes of contained
copper, well in excess of expectations.
Following the end of the year, in July 2018, we were also able
to announce that ECR were successful in securing an Australian
Government grant of A$2.85 million towards the costs of
demonstrating an Insitu Recovery (ISR) process at Kapunda. We
expect this grant will cover the majority of feasibility study
funding requirements for the Kapunda project.
Lithium
In June 2017, the Company announced the acquisition of a 25%
interest in US Lithium Pty Ltd ("USL") which held lithium projects
in Arizona and New Mexico, along with an option to acquire the
remaining 75% interest. That option was not exercised, and USL was
subsequently acquired by ASX listed Hawkstone Mining Limited (ASX:
"HWK"), with Thor to receive consideration of 7,421,875 ordinary
shares in Hawkstone. A further 7,421,875 ordinary shares are due to
Thor provided, inter alia, that Hawkstone is able to publish an
inferred resource estimate on the Arizona Big Sandy deposit of not
less than 30 million tonnes at a grade greater than 2,000ppm
Lithium (Li) (or equivalent, subject to a minimum average grade of
1,000ppm Li).
Corporate activities
During the year under review, Thor continued to raise funds
successfully from a number of share placings to new and existing
investors in the United Kingdom and through the exercise of
warrants.
Personnel
During the year, directors Gervaise Heddle and Paul Johnson
stood down from the board of directors. I would like to thank both
Gervaise and Paul for their contribution during a period where Thor
made outstanding progress with each of our core projects.
The board structure was enhanced with the promotion of Richard
Bradey, previously Exploration Manager, to the role of executive
director. The contribution by Richard both before, and subsequent
to, his appoiuntment as director has been very valuable.
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 look to the coming year with confidence, with the
Company in a significantly enhanced position compared with the same
time a year ago.
The improvement in tungsten prices, and the upgraded DFS for
Molyhil support our confidence that we can secure finance for the
Molyhil tungsten project, while our other two core projects Pilot
Mountain and Kapunda have advanced considerably.
The Company, has an active program of reviewing new
opportunities, while requiring quite exacting criteria for
proceeding. During the year we examined several such opportunities,
with none quite making the cut. We do however continue to evaluate
projects which have the potential to add very meaningful value to
our portfolio and our shareholders.
Mick Billing
Chairman and Chief Executive Officer
21 September 2018
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 2017/18
* The rebound in global tungsten prices of 2016/17
continued with prices at June 2018 approximately
double those of early 2016.
* The release of an upgraded Open Pit Ore Reserve in
January 2018 increasing the life of the Molyhil
project by one year to seven years.
* An agreement to acquire a 40% interest in the nearby
Bonya licence which hosts outcropping deposits of
scheelite (tungsten trioxide) as well as a small high
grade copper deposit
* The publication, after year end of an upgraded DFS
with significantly enhanced economic outcomes.
Feasibility Highlights - 23 August
2018
Net Present Value A$101m
(at a discount rate
of 5%)
Project Finance requird US$43m
Operating Expense US$90/mtu
(after deduction
of molybdenum by-product
credits)
Project Payback 18 months
--------------------------- -----------
The construction period for the Molyil development is estimated
at 12 months from the time finance is secured, and discussions with
a number of parties are proceeding in order to secure finance for
this purpose.
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 2017/18
* During the year a 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.
* Subsequent to the end of the year, in September 2018,
the Company announced the results of a scoping study
which strongly indictes the potential for a mining
and processing operation at Pilot Mountain for a
period of up to 12 years.
* Studies towards the preparation of a Pre-feasibility
study have commenced with follow up testwork under
way, along with environmental investigations, and
studies for the provision of significant
infrastructure.
Metal Prices
At 30 June 2018, the selling price in Europe of Tungsten APT was
US$347/mtu, while the price of Molybdenum Roasted Concentrates is
US$10.60/lb (Figure 5). Since then a seasonal slowdown in the
northern hemisphere summer has reduced the tungsten price slightly,
however industry forecasts suggest this should recover during
September and October, while molybdenum has continued to strengthen
to just over US$12/lb.
Copper Projects
In 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.
In February 2018 the Company announced a maiden Inferred
resource estimate for that part of the Kapunda deposit considered
amenable to ISR techniques and subsequently, published details of
successful leaching of copper from core samples with up to 78%
recovery, using a benign amino acid, glycine
During the next stage of work on this project, Thor and ECR will
conduct field pump testwork and commercial field recovery trials
prior to DFS and regulatory approval activities.
This work has received a substantial boost following the grant
by the Australian Government of A$2.85million which is earmarked
for costs in respect of demonstration of an Insitu Recovery (ISR)
process at Kapunda. We expect this grant will cover a very
substantial portion of feasibility study funding requirements for
the project.
Lithium Project
In June 2017, the Company announced the acquisition of a 25%
interest in US Lithium Pty Ltd ("USL"). In addition, Thor held an
option to acquire the remaining 75% of USL, subject to satisfactory
completion of project due diligence.
Following a detailed review, Thor elected not to proceed with
this option, and USL subsequent to the end of the period has
completed a sale of the Company and its assets to ASX lised
Hawkstone Mining Limited (ASX: "HWK").
Thor expects to receive net consideration of 7,421,875 ordinary
shares in Hawkstone from this sale. A further 7,421,875 ordinary
shares are due to Thor provided, inter alia, that Hawkstone is able
to publish an inferred resource estimate on the Arizona Big Sandy
deposit of not less than 30 million tonnes at a grade greater than
2,000ppm Lithium (Li) (or equivalent, subject to a minimum average
grade of 1,000ppm Li)
Gold projects
Spring Hill Gold Project - Northern Territory
In February 2017, Thor completed the sale of the Spring Hill
gold project. A royalty agreement is in place for all future gold
production from this project and a small payment against this was
received during the year.
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.
Competent Person's Report
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 Resources and Reserves
Table A: 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.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table B: Pilot Mountain Resource Summary 2017 (Reported on 21
May 2017)
Resource WO(3) Ag Cu
MT Grade Contained Grade Contained Grade Contained
% metal (t) g/t metal % metal (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.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged
Table C: Kapunda Resource Summary 2018 (Reported on 12 February
2018)
Resource Copper
---------------------------
Mineralisation Classification MT Grade Contained copper
% (t)
------------------- ------------------- ------ ------- ------------------
Copper Oxide Inferred 30.3 0.24 73,000
Secondary copper
sulphide Inferred 17.1 0.27 46,000
------------------- ------------------- ------ ------- ------------------
Total 47.4 0.25 119,000
--------------------------------------- ------ ------- ------------------
Notes:
-- Thor Mining PLC is earning up to a 45% equity in this resource
-- All figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged
Table D: Molyhil Open Cut Ore Reserve Statement (announced 15
January 2018)
Classification Reserve WO(3) Mo
'000 Tonnes Grade Tonnes Grade Tonnes
% %
---------------- ------------ -------- ------- -------- -------
Probable 3,500 0.29 10,200 0.12 4,300
Total 3,500 0.29 10,200 0.12 4,300
-------- --------
Notes:
-- Thor Mining PLC holds 100% equity interest in this reserve.
-- Estimate has been rounded to reflect accuracy.
-- All estimates are on a dry tonne basis.
-- The reserve is based upon the Resource Estimate reported on
30 January 2104. The Company is not aware of any changes which
could affect this resource estimate.
-- The statement is derived from the Indicated portion of the
resource estimate only, and the Inferred portion is excluded from
the calculations.
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 2018.
Review of Operations
The net result of operations for the year was a loss of
GBP1,249,000 (2017 loss: GBP1,253,000).
A detailed review of the Group's activities is set out in the
Review of Operations & Strategic Report.
Directors and Officers
The names and details of the Directors and officers of the
company during or since the end of the financial year are:
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.
Alastair Middleton - BSc Geol, MSc (MinEx) - Non-Executive
Director
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 was a Director of Metal Tiger Plc, a company
quoted on the AIM market. He resigned from that role on 27 June
2018.
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.
Richard Bradey - BSc (App Geol), MSc (Nat Res Man), MAusIMM -
Executive Director (appointed 29 December 2017)
Mr Richard Bradey 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. Mr
Bradey is the Company's Exploration Manager.
Gervaise Robert John Heddle - CFA BEc(Hons) BA(Juris) -
Non-Executive Director (resigned 14 December 2017)
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 (resigned 13 July
2018)
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.
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, Druces LLP.
Mr Ronaldson has an MA from Oriel College, Oxford and qualified
as a Solicitor in 1981. During his career Mr Ronaldson has
concentrated on company and commercial fields of practice
undertaking all issues relevant to those types of businesses
including capital 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.
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 inclusive of
the 9.50% as a company contribution to Australian statutory
superannuation scheme. The agreement allows that any services
supplied by the Directors to the Company and any of its
subsidiaries in excess of 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.
Thor is also acquiring up to a 60% interest Australian copper
development company Environmental Copper Recovery SA Pty Ltd, which
in turn holds rights to earn up to a 75% interest in the mineral
rights and claims over the portion of the historic Kapunda copper
mine in South Australia recoverable by way of in situ recovery.
Thor has a material interest in US Lithium Pty Limited, an
Australian private company with a 100% interest in a Lithium
project in Nevada, USA.
Finally, Thor also holds a production royalty entitlement from
the Spring Hill Gold project in the Northern Territory of
Australia.
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 GBP1,249,000 (2017
loss: GBP1,253,000). 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 21 to the financial
statements.
Substantial Shareholdings
At 14 September 2018, 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 77,600,000 11.9
Mr Paul Johnson 33,250,000 5.1
Mr Michael Billing 32,407,423 5.0
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 2018
or their date of resignation if prior to 30 June 2018, were
follows:
Ordinary Shares/CDIs Unlisted Options
30 June 2018 30 June 2017 30 June 2018 30 June 2017
Michael Billing 32,407,423 25,265,242 26,265,040 12,765,040
David Thomas 9,410,970 9,160,970 11,806,800 6,306,800
Alastair Middleton 250,000 - 5,500,000 -
Richard Bradey
(appointed 29/12/17) 31,792 31,792 9,500,000 1,500,000
Paul Johnson
(resigned 13/7/18) 33,250,000 11,002,649 26,825,000 13,200,000
Gervaise Heddle
(resigned 14/12/17) 4,637,958 4,637,958 11,000,000 8,000,000
Directors' Remuneration
The remuneration arrangements in place for directors and other
key management personnel of Thor Mining PLC, are outlined
below.
The Company remunerates the Directors at a level commensurate
with the size of the Company and the experience of its Directors.
The Board has reviewed the Directors' remuneration and believes it
upholds the objectives of the Company with regard to this issue.
Details of the Director emoluments and payments made for
professional services rendered are set out in Note 4 to the
financial statements.
The Australian based directors are paid on a nominal fee basis
of A$40,000 per annum, and UK based directors GBP24,000, with the
exception of Mr Bradey. Mr Bradey receives a salary as Exploration
Manager, no further fees are payable to Mr Bradey as an Executive
Director.
Directors and Officers
Summary of amounts paid to Key Management Personnel.
The following table discloses the compensation of the Directors
and the key management personnel of the Group during the year.
2018 Short-term
Total employee Options Options
Salary Fees for benefits Granted (based
and Post Employment Services Salary during upon Black-Scholes Total
Fees Superannuation rendered & Fees the year formula) Benefit
GBP'000 GBP'000 GBP'000 GBP'000 No. millions GBP'000 GBP'000
Directors (1,3)
Michael Billing(2) 139 2 141 141 4.5 24 165
David Thomas 53 2 55 55 2.5 13 68
Alastair Middleton 24 - 24 24 2.5 13 37
Richard Bradey(4) 125 12 137 137 8.0 33 170
Paul Johnson(5) 20 - 20 20 12.5 111 131
Gervaise Heddle(6) 11 - 11 11 - - 11
Key Personnel:
Ray Ridge(1) 52 - 52 52 - - 52
2018 Total 424 16 440 440 30.0 194 634
------- --------------- --------- ---------- ------------ ------------------- ----------
(1) As at 30 June 2018 amounts of GBP71,621, GBP23,761,
GBP6,000, and GBP6,793, remained unpaid to Messrs Billing, Thomas,
Johnson and Ridge respectively.
(2) M Billing elected to receive GBP51,000 as shares, through
participation in two placements (28 July 2017 and 1 December 2017)
on the same terms as other placees, in lieu of cash payments
outstanding for consulting fees as Executive Chairman from prior
years.
(3) Messrs Billing, Thomas and Middleton acquired a portion of
the shares available for sale from the unmarketable parcel process
in lieu of amounts owing for Directors fees and/or Consulting fees
(refer ASX announcement 8 June 2018) in the amounts of GBP26,325,
GBP6,000, and GBP6,000.
(4) Appointed 29 December 2017. The above remuneration for R
Bradey covers payments for the full year, being payments through to
28 December 2017 as 'Key Personnel' and payments post 29 December
2017 whilst also Director.
(5) Resigned 13 July 2018.
(6) Resigned 14 December 2017.
Short-term Share
Total employee Options Options
Fees for benefits Granted (based
Salary Post Employment Services Salary during upon Black-Scholes Total
2017 and Fees Superannuation rendered & Fees the year formula) Benefit
GBP'000 GBP'000 GBP'000 GBP'000 No. GBP'000 GBP'000
Directors: (2,3)
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 46.5 101 501
--------- --------------- --------- ---------- --------- -------------------
(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.
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:
2018 Meetings held whilst in Office Meetings attended
Michael Billing 6 6
David Thomas 6 6
Alastair Middleton 6 6
Richard Bradey 3 3
Paul Johnson (resigned 13/7/18) 6 5
Gervaise Heddle (resigned 14/12/17) 3 3
Corporate Governance
The Board have chosen to apply the ASX Corporate Governance
Principles and Recommendations (ASX Corporate Governance Council,
3rd Edition) as the Company's chosen corporate governance code for
the purposes of AIM Rule 26. Consistent with ASX listing rule
4.10.3 and AIM rule 26, this document details the extent to which
the Company has followed the recommendations set by the ASX
Corporate Governance Council during the reporting period. A
separate disclosure is made where the Company has not followed a
specific recommendation, together with the reasons and any
alternative governance practice, as applicable. This information is
reviewed annually.
The Company does not have a formal nomination committee, however
it does formally consider board succession issues and whether the
board has the appropriate balance of skills, knowledge, experience,
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 2018. The Directors have prepared
cash flow forecasts for the period ending 30 September 2019 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 21 September 2018.
Michael Billing Ray Ridge
Executive Chairman Chief Financial Officer
Auditors report
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF THOR MINING PLC
OPINION
We have audited the financial statements of Thor Mining Plc (the
'Parent Company') and its subsidiaries (the 'Group') for the year
ended 30 June 2018 which comprise the consolidated and company
statements of comprehensive income, the consolidated and company
statements of financial position, the consolidated and company
statements of changes in equity, the consolidated and company
statements of cash flows and notes to the financial statements,
including a summary of significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the group and parent company financial statements is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and of the Parent Company's affairs as at 30
June 2018 and of the Group's and Parent Company's losses for the
year then ended;
-- the Group and Parent Company financial statements have been
properly prepared in accordance with IFRSs as adopted by the
European Union;
-- the Parent Company financial statements have been properly
prepared in accordance with IFRS as adopted by the European Union
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
CONCLUSIONS RELATING TO GOING CONCERN
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the Group's or the parent company's ability to continue
to adopt the going concern basis of accounting for a period of at
least twelve months from the date when the financial statements are
authorised for issue.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. This is not a complete list of all risks identified by our
audit. Our audit procedures in relation to these matters were
designed in the context of our audit opinion as a whole. They were
not designed to enable us to express an opinion on these matters
individually and we express no such opinion.
We have determined the matters described below to be the key
audit matters to be communicated in our report.
CARRYING VALUE OF INTANGIBLE EXPLORATION AND EVALUATION
ASSETS
The Group's intangible exploration and evaluation assets
('E&E assets') represent the most significant asset on its
statement of financial position totalling GBP10.1m as at 30 June
2018.
Management and the Board are required to ensure that only costs
which meet the IFRS criteria of an asset and accord with the
Group's accounting policy are capitalised within the E&E asset.
In addition in accordance with the requirements of IFRS 6
'Exploration for and Evaluation of Mineral Resources' ('IFRS 6')
Management and the Board are required to assess whether there is
any indication whether there are any indicators of impairment of
the E&E assets.
Given the significance of the E&E assets on the Group's
statement of financial position and the significant management
judgement involved in the determination of the capitalisation of
costs and the assessment of the carrying values of the E&E
asset there is an increased risk of material misstatement.
How the Matter was addressed in the Audit
The procedures included, but were not limited to, assessing and
evaluating management's assessment of whether any impairment
indicators in accordance with IFRS 6 have been identified across
the Group's exploration projects, the indicators being:
-- Expiring, or imminently expiring, rights to tenure
-- A lack of budgeted or planned exploration and evaluation spend on the areas of interest
-- Discontinuation of, or a plan to discontinue, exploration
activities in the areas of interest
-- Sufficient data exists to suggest carrying value of
exploration and evaluation assets is unlikely be recovered in full
through successful development or sale.
In addition, we obtained the expenditure budget for the 2018
year and assessed that there is reasonable forecasted expenditure
to confirm continued exploration spend into the projects indicating
that Management are committed to the projects. We also reviewed AIM
& ASX announcements and Board meeting minutes for the year and
subsequent to year end for exploration activity to identify any
indicators of impairment.
We also assessed the disclosures included in the financial
statements.
MATERIALITY
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified. Based on professional judgement, we determined overall
materiality for the Group financial statements as a whole to be
GBP118,000, based on a 1% percentage consideration of the Group's
total assets.
OTHER INFORMATION
The Directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the Strategic Report and the
Directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the Strategic Report and the Directors' report have been
prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and
the Parent Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
Strategic report or the Directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the Parent Company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' responsibilities
statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group's and the Parent Company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the
Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) or ISA IAASB will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
USE OF OUR REPORT
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Keith Fulton
(Senior Statutory Auditor)
For and on behalf of Chapman Davis LLP, Statutory Auditor
London
Chapman Davis LLP is a limited liability partnership registered
in England and Wales
(with registered number OC306037).
21 September 2018
Statements of Comprehensive Income for the year ended 30 June
2018
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2018 2017 2018 2017
Administrative expenses (92) (86) (191) (138)
Corporate expenses (705) (641) (292) (265)
Share based payments expense (229) (115) (229) (115)
Realised gain on financial assets - 70 - 70
Exploration expenses (245) - - -
Net impairment of subsidiary loans - - (742) (278)
Write off/Impairment of exploration
assets 7 - (489) - -
Operating Loss 3 (1,271) (1,261) (1,454) (726)
Interest Received 13 - - -
Interest paid (1) - - -
Sundry Income 10 8 5 8
Loss before Taxation (1,249) (1,253) (1,449) (718)
Taxation 5 - - - -
Loss for the period (1,249) (1,253) (1,449) (718)
------- ------------ ---------- ---------
Other comprehensive income:
Exchange differences on translating
foreign operations (471) 512 - -
Other comprehensive income for the
period, net of income tax (471) 512 - -
------- ------------ ---------- ---------
Total comprehensive income for the
period (1,720) (741) (1,449) (718)
======= ============ ========== =========
Basic loss per share 6 (0.23)p (0.40)p
The accompanying notes form an integral part of these financial
statements.
Statements of Financial Position at 30 June 2018 Co No:
05276414
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2018 2017 2018 2017
ASSETS
Non-current assets
Intangible assets - deferred exploration
costs 7 10,133 9,867 - -
Investment in subsidiaries 8a - - 688 688
Investments at cost 8b 103 87 103 87
Loans to subsidiaries 8c - - 10,374 8,726
Loan receivable 8d 113 - - -
Deposits to support performance bonds 9 21 21 - -
Plant and equipment 10 22 29 - -
Total non-current assets 10,392 10,004 11,165 9,501
-------- -------- ----------- -----------
Current assets
Cash and cash equivalents 1,374 405 463 379
Trade receivables & other assets 11 49 29 10 20
Total current assets 1,423 434 473 399
-------- -------- ----------- -----------
Total assets 11,815 10,438 11,638 9,900
-------- -------- ----------- -----------
LIABILITIES
Current liabilities
Trade and other payables 12 (286) (459) (25) (118)
Employee annual leave provision (50) (20) - -
Non interest bearing liabilities 14 - (30) - -
Interest bearing liabilities 13 (9) (9) - -
-------- -------- ----------- -----------
Total current liabilities (345) (518) (25) (118)
-------- -------- ----------- -----------
Non Current Liabilities
Non interest bearing liabilities 13 - (10) - -
-------- -------- ----------- -----------
Total non-current liabilities - (10) - -
-------- -------- ----------- -----------
Total liabilities (345) (528) (25) (118)
-------- -------- ----------- -----------
Net assets 11,470 9,910 11,613 9,782
======== ======== =========== ===========
Equity
Issued share capital 15 3,675 3,648 3,675 3,648
Share premium 19,693 16,641 19,693 16,641
Foreign exchange reserve 2,184 2,655 - -
Merger reserve 405 405 405 405
Share based payments reserve 16 297 115 297 115
Retained losses (14,784) (13,554) (12,457) (11,027)
-------- -------- ----------- -----------
Total shareholders equity 11,470 9,910 11,613 9,782
======== ======== =========== ===========
The accompanying notes form part of these financial statements.
These Financial Statements were approved by the Board of Directors
on 21 September 2018 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 2018
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2018 2017 2018 2017
Cash flows from operating activities
Operating Loss (1,271) (1,261) (1,454) (726)
Sundry income 10 - 5 -
Decrease/(increase) in trade and other
receivables (66) 5 (1) 11
(Decrease) in trade and other payables (43) (23) (3) (57)
Increase in provisions 30 4 - -
Depreciation 9 4 - -
Exploration expenditure written off - 489 - -
Impairment subsidiary loans - - 742 278
Share based payment expense 229 115 229 115
Realised gain/(loss) on disposal proceeds
receivable - (68) - (68)
Springhill Sale Commission - 46 - 46
Tenement bond written off - 8 - -
Net cash outflow from operating activities (1,102) (681) (482) (401)
------- ------- --------- ---------
Cash flows from investing activities
Interest received 9 - - -
Interest paid (1) - - -
Expenditure on refundable performance
bonds - (18) - -
Proceeds from disposal of exploration
assets - 900 - 900
Commission on sale of exploration assets - (46) - (46)
Purchase of property, plant and equipment (9) (22) - -
Purchase of investment (103) - (103) -
R&D Grants for exploration expenditure - 31 - -
Payments for exploration expenditure (688) (591) - -
Loans to controlled entities (113) - (2,340) (1,571)
Loans repaid by controlled entities - - - 653
Net cash in/(out)flow from investing
activities (905) 254 (2,443) (64)
------- ------- --------- ---------
Cash flows from financing activities
Loans advanced - 18 - -
Directors advances repaid (28) - - -
Loans repaid - (49) - -
Finance lease funding received - 19 - -
Finance lease repaid (8) - - -
Net issue of ordinary share capital 3,009 674 3,009 674
------- ------- --------- ---------
Net cash inflow from financing activities 2,973 662 3,009 674
------- ------- --------- ---------
Net increase in cash and cash equivalents 966 235 84 209
Non cash exchange changes 3 - - -
Cash and cash equivalents at beginning
of period 405 379 379 170
------- ------- --------- ---------
Cash and cash equivalents at end of period 1,374 405 463 379
------- ------- --------- ---------
Statements of Changes in Equity For the year ended 30 June
2018
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 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 - - 9 - - (9) -
Share options
issued - - - - 115 115
At 30 June
2017 3,648 16,641 (13,554) 2,655 405 115 9,910
-------------- ------------- -------------- -------------- -------------- -------------- -------
Balance at 1
July 2017 3,648 16,641 (13,554) 2,655 405 115 9,910
Loss for the
period - - (1,249) - - - (1,249)
Foreign
currency
translation
reserve - - - (471) - - (471)
Total
comprehensive
(loss) for
the period - - (1,249) (471) - - (1,720)
-------------- ------------- -------------- -------------- -------------- -------------- -------
Transactions with owners in their capacity as owners
Shares issued 27 3,105 - - - - 3,132
Cost of shares
issued - (53) - - - - (53)
Share options
exercised - - 19 - - (19) -
Share options
issued - - - - 201 201
At 30 June
2018 3,675 19,693 (14,784) 2,184 405 297 11,470
-------------- ------------- -------------- -------------- -------------- -------------- -------
Company
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
-------------- ------------- -------------- -------------- -------------- -------------- -------
Balance at 1
July 2017 3,648 16,641 (11,027) - 405 115 9,782
Loss for the
period - - (1,449) - - - (1,449)
-------------- ------------- -------------- -------------- -------
Total
comprehensive
(loss) for
the period - - (1,449) - - - (1,449)
-------------- ------------- -------------- -------------- -------------- -------------- -------
Transactions with owners in their capacity as owners
Shares issued 27 3,105 - - - - 3,132
Cost of shares
issued - (53) - - - - (53)
Share options
exercised - - 19 - - (19) -
Share options
issued - - - - - 201 201
At 30 June
2018 3,675 19,693 (12,457) - 405 297 11,613
-------------- ------------- -------------- -------------- -------------- -------------- -------
Notes to the Accounts for the year ended 30 June 2018
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year
ended 30 June 2018 were authorised for issue by the Board on 21
September 2018 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
GBP1,249,000 during the period ended 30 June 2018, and had a net
cash outflow of GBP2,007,000 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 2019, 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.
Notes to the Accounts
1 Principal accounting policies (continued)
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.
Notes to the Accounts
1 Principal accounting policies (continued)
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.
Notes to the Accounts
1 Principal accounting policies (continued)
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.
Notes to the Accounts
1 Principal accounting policies (continued)
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.
Notes to the Accounts
1 Principal accounting policies (continued)
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 20190.
-- IFRS 17 in respect of Insurance Contracts will be effective
for accounting periods beginning on or after 1 January 2021.
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.
Notes to the Accounts
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
Head office/
Year ended 30 June 2018 Unallocated Australia United States Consolidated
Revenue
Sundry Income 23 - - 23
Total Segment Expenditure (522) (653) (97) (1,272)
------------ --------- ------------- ------------
(Loss) from Ordinary Activities
before Income Tax (499) (653) (97) (1,249)
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (499) (653) (97) (1,249)
------------ --------- ------------- ------------
Assets and Liabilities
Segment assets - 8,589 1,722 10,311
Corporate assets 1,504 - - 1,504
------------ --------- ------------- ------------
Total Assets 1,504 8,589 1,722 11,815
------------ --------- ------------- ------------
Segment liabilities - (320) - (320)
Corporate liabilities (25) - - (25)
------------ --------- ------------- ------------
Total Liabilities (25) (320) - (345)
Net Assets 1,479 8,269 1,722 11,470
------------ --------- ------------- ------------
Notes to the Accounts
2. Revenue and segmental analysis - Group (continued)
GBP'000 GBP'000 GBP'000 GBP'000
Head office/
Year ended 30 June 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
------------ --------- ------------- ------------
3. Operating loss - group
2018 2017
GBP'000 GBP'000
------- -------
This is stated after charging:
Depreciation 9 4
Auditors' remuneration - audit services 25 26
Auditors' remuneration - non audit services - -
Options issued - directors, staff, and
consultants 201 115
Directors emoluments - fees and salaries 440 329
Auditors' remuneration for audit services above includes
GBP18,000 (2017: GBP18,200) to Chapman Davis LLP for the audit of
the Company and Group. Remuneration to BDO for the audit of the
Australian subsidiaries was GBP7,323 (2017: GBP7,380).
Notes to the Accounts
4. Directors and executive disclosures - Group
All Directors are appointed under the terms of a Directors
letter of appointment. Each appointment, with the exception of Mr
Bradey, provides for annual fees of Australian dollars $40,000 (or
GBP24,000 for UK based Directors) for services as Directors
inclusive of 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 12 months ended 31 August
2017. Mr Johnson commenced receiving cash settled Directors fees
from September 2017. The agreement allows for any services supplied
by any Directors, other than Mr Bradey, 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.
Mr Bradey receives an annual salary of $217,287 plus $20,642 in
statutory superannuation benefits in his role as Exploration
Manager. Mr Bradey does not receive additional remuneration as a
Director.
(a) Details of Key Management Personnel
(i) Chairman and Chief Executive Officer
Michael Billing Executive Chairman and Chief Executive Officer
(ii) Directors
David Thomas Non-executive Director
Alastair Middleton Non-executive Director
Richard Bradey Executive Director (appointed 29 December
2017)
Gervaise Heddle Non-executive Director (resigned 14 December
2017)
Paul Johnson Non-executive Director (resigned 13 July
2018)
(iii) Executives
Ray Ridge CFO/Company Secretary (Australia)
Stephen Ronaldson Company Secretary (UK)
(b) Compensation of Key Management Personnel
Compensation Policy
The compensation policy is to provide a fixed remuneration
component and a specific equity related component. There is no
separation of remuneration between short term incentives and long
term incentives. The Board believes that this compensation policy
is appropriate given the stage of development of the Company and
the activities which it undertakes and is appropriate in aligning
director and executive objectives with shareholder and businesses
objectives.
The compensation policy, setting the terms and conditions for
the executive Directors and other executives, has been developed by
the Board after seeking professional advice and taking into account
market conditions and comparable salary levels for companies of a
similar size and operating in similar sectors. Executive Directors
and executives receive either a salary or provide their services
via a consultancy arrangement. Directors and executives do not
receive any retirement benefits other than compulsory
Superannuation contributions where the individuals are directly
employed by the Company or its subsidiaries in Australia. All
compensation paid to Directors and executives is valued at cost to
the Company and expensed.
The Board policy is to compensate non-executive Directors at
market rates for comparable companies for time, commitment and
responsibilities. The Board determines payments to the
non-executive Directors and reviews their compensation annually,
based on market practice, duties and accountability. Independent
external advice is sought when required. The maximum aggregate
amount of fees that can be paid to Directors is subject to approval
by shareholders at a General Meeting. Fees for non-executive
Directors are not linked to the performance of the economic entity.
However, to align Directors' interests with shareholder interests,
the Directors are encouraged to hold shares in the Company and may
receive options.
Notes to the Accounts
4. Directors and executive disclosures - Group (continued)
Paid/Payable Total Salary
in cash Shares & Fees Options Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ ------- ------------ ------- -------
30 June 2018
Directors: (1,3)
Michael Billing(2) 141 - 141 24 165
David Thomas 55 - 55 13 68
Alastair Middleton 24 - 24 13 37
Richard Bradey(4) 137 - 137 33 170
Paul Johnson(5) 20 - 20 111 131
Gervaise Heddle(6) 11 - 11 - 11
Other Personnel:
Ray Ridge(1) 52 - 52 - 52
(1) As at 30 June 2018 amounts of GBP71,621, GBP23,761,
GBP6,000, and GBP6,793, remained unpaid to Messrs Billing, Thomas,
Johnson and Ridge respectively.
(2) M Billing elected to receive GBP51,000 as shares, through
participation in two placements (28 July 2017 and 1 December 2017)
on the same terms as other placees, in lieu of cash payments
outstanding for consulting fees as Executive Chairman from prior
years.
(3) Messrs Billing, Thomas and Middleton acquired a portion of
the shares available for sale from the unmarketable parcel process
in lieu of amounts owing for Directors fees and/or Consulting fees
(refer ASX announcement 8 June 2018) in the amounts of GBP26,325,
GBP6,000, and GBP6,000.
(4) Appointed 29 December 2017. The above remuneration for R
Bradey covers payments for the full year, being payments through to
28 December 2017 as 'Key Personnel' and payments post 29 December
2017 whilst also Director.
(5) Resigned 13 July 2018.
(6) Resigned 14 December 2017
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.]
Notes to the Accounts
4. Directors and executive disclosures - Group (continued)
(3) Resigned 2 September 2016.
(4) Appointed 31 March 2017.
(5) Appointed 2 September 2016.
(6) Appointed 25 July 2016.
(c) Compensation by category Group
2018 2017
GBP'000 GBP'000
------------ -----------
Key Management Personnel
Short-term 424 379
Share Option charges 194 111
Post-employment 16 11
634 501
============ ===========
(d) Options and rights over equity instruments granted as
remuneration
No options were granted over ordinary shares to Directors, as
remuneration, during the year ended 30 June 2018.
(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 and
Held at Held at exercisable
Key 30/6/17 Placements Options 30/6/18 at 30/6/18
Management or appointment Participation Granted Options or resignation or resignation
Personnel date (Note A) (Note B) Exercised date date
----------- --------------------- ------------------------- --------------------- ------------------------ ---------------------- ---------------
Michael
Billing 15,765,040 6,000,000 4,500,000 - 26,265,040 26,265,040
David
Thomas 9,306,800 - 2,500,000 - 11,806,800 11,806,800
Alastair
Middleton 3,000,000 - 2,500,000 - 5,500,000 5,500,000
Richard
Bradey(1) 1,500,000 - 8,000,000 - 9,500,000 4,500,000
Paul
Johnson(2) 16,200,000 8,125,000 12,500,000 (10,000,000) 26,825,000 26,825,000
Gervaise
Heddle(3) 11,000,000 - - - 11,000,000 11,000,000
(1) Appointed 29 December 2017.
(2) Resigned 13 July 2018.
(3) Resigned 14 December 2017.
Notes
A. MB and PJ Messrs Billing and Johnson participated in
placements on 28 July 2017 and 1 December 2017, as approved by
shareholders. The options were granted to Messrs Billing and
Johnson on the basis of one free option for each share subscribed
for under the placements, on the same terms as other placees.
B. Options were granted to the Directors on 13 June 2018,
following approval by shareholders on 7 June 2018 as follows:
- 10,000,000 replacement options to Paul Johnson. On 2 November
2017, a Director of the Company, Mr Paul Johnson, exercised
10,000,000 options at an exercise price of 1.25p per option,
raising an additional GBP125,000 for the Company. The options had
originally been issued to Mr Johnson in lieu of Directors' fees
payable for one year through to 1 September 2017. The options had
an expiry date of 2 September 2019. Given the early exercise, being
just under two years before option expiry, the Company agreed to
award Mr Johnson 10,000,000 'replacement' options with an exercise
price of 1.5 pence and an expiry date of 2 November 2020.
- 5,000,000 commencement options. Upon the appointment of
Richard Bradey, the Company agreed to grant 5,000,000 Options with
an exercise price of 4.5 pence and an expiry date of 29 December
2020. The options will vest with Mr Bradey once the AIM traded
closing price for the Company's Ordinary Shares exceeds GBP0.06
(6.0 pence) for 20 consecutive business days.
- A total of 15,000,000 options were granted to the existing
Directors of the Company or their nominees, with an exercise price
of 3.5625 pence and an expiry date of 7 June 2021.
Notes to the Accounts
4. Directors and executive disclosures - Group (continued)
Vested and
Held at Options Held at exercisable
Key 30/6/16 Placement Granted as Granted Debt 30/6/17 at 30/6/17
Management or appointment Participation Remuneration (Note Conversion or resignation or resignation
Personnel date (Note A) (Note B) C) (Note 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.
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 2018 2017
GBP'000 GBP'000
------- -------
Consulting
Michael Billing Fees (i) 118 108
Consulting
Trevor Ireland Fees (ii) - 3
Consulting
David Thomas Fees (iii) 32 23
(i) The Company used the consulting services of MBB Trading Pty
Ltd a company of which Mr. Michael Billing is a Director. Services
are provided as Executive Chairman.
(ii) The Company used the services of Ireland Resource
Management Pty Ltd, a company of which Mr. Trevor Ireland is a
Director and employee. Mr Ireland resigned as Director on 2
September 2016.
(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).
Notes to the Accounts
5. Taxation - Group
2018 2017
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:
2018 2017
GBP'000 GBP'000
Loss on ordinary activities before tax (1,249) (1,253)
------- -------
Effective rate of corporation tax in the UK 19.00% 20.00%
Loss on ordinary activities multiplied by the standard
rate of corporation tax (237) (251)
Effects of:
Future tax benefit not brought to account 237 251
------- -------
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
2018 2017
Loss for the year (GBP 000's) (1,249) (1,253)
Weighted average number of Ordinary shares in
issue 545,367,864 315,181,478
Loss per share (pence) - basic (0.23)p (0.40)p
The basic loss per share is derived by dividing the loss for the
period attributable to ordinary shareholders by the weighted
average number of shares in issue.
As the inclusions of the potential Ordinary Shares would result
in a decrease in the loss per share they are considered to be
anti-dilutive and as such not included.
7. Intangible fixed assets - Group
Deferred exploration costs
GBP'000 GBP'000
2018 2017
Cost
At 1 July 9,867 9,228
Additions 680 565
Disposals - -
Exchange gain (414) 563
Write off exploration tenements for year - (489)
At 30 June 10,133 9,867
------- -------
Notes to the Accounts
7. Intangible fixed assets - Group
Deferred exploration costs (continued)
GBP'000 GBP'000
2018 2017
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 10,133 9,867
------- -------
In the year ended 30 June 2018 the Directors undertook an
impairment review of the deferred exploration costs, resulting in
an impairment expense of GBPNil (2017: GBP489,000). The impairment
expenses in the prior year ended 30 June 2017 related to the Dundas
tenement in Western Australia (tenement number EL63/872).
8. Investments
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 Australia Ordinary 100
Black Fire Industrial Minerals Pty Ltd (2) Australia Ordinary 100
Industrial Minerals (USA) Pty Ltd (3) Australia Ordinary 100
Pilot Metals Inc (4) USA Ordinary 100
BFM Resources Inc (5) USA Ordinary 100
(1) Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at
the Molyhil project in the Northern Territory of Australia.
(2) Black Fire Industrial Minerals Pty Ltd is a holding company only. It owns 100% of the
shares in Industrial Minerals (USA) Pty Ltd.
(3) Industrial Minerals (USA) Pty Ltd is a holding company only. It owns 100% of the shares
in Pilot Metals Inc and BFM Resources Inc.
(4) Pilot Metals Inc is engaged in exploration and evaluation activities focused at the Pilot
Mountain project in the US state of Nevada.
(5) BFM Resources Inc is engaged in exploration and evaluation activities focused at the Pilot
Mountain project in the US state of Nevada.
Messrs Billing and Thomas are Directors of all of the above 100% subsidiaries.
Notes to the Accounts
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2018 2017 2018 2017
8. Investments (continued)
(a) Investments Subsidiary companies:
Molyhil Mining Pty Ltd - - 700 700
Less: Impairment provision against investment - - (700) (700)
Hale Energy Limited - - 1,277 1,277
Less: Impairment provision against investment - - (1,277) (1,277)
Black Fire Industrial Minerals Pty Ltd - - 688 688
- - 688 688
------- ------- ------- -------
(b) Investments at cost:
USA Lithium Pty Ltd 103 87 103 87
103 87 103 87
------- ------- ------- -------
On the 15 June 2017, the Company acquired 25% of US Lithium Pty
Ltd (USL), 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. During
the year ended 30 June 2018, Thor's equity interest in USL was
diluted to 6.25% following shares issued to acquire a brine deposit
in New Mexico USA, and provide further seed capital. Thor has
discontinued equity accounting for its interest in USL.
On the 26 June 2018, Hawkstone Mining Limited (Hawkstone) (ASX:
HWK) announced an agreement to acquire 100% of the shares on issue
in USL for the consideration of 250,000,000 fully paid shares in
Hawkstone, subject to a number of completion conditions including
approval by Hawkstone shareholders and a capital raising by
Hawkstone of A$2,750,000. The 250,000,000 consideration shares are
payable as follows:
-- 125,000,000 shares payable upon completion (Initial Consideration Shares); and
-- 125,000,000 shares payable following the declaration of an
inferred resource at the Big Sandy Lithium Project of not less than
30 million tonnes at an grade greater than 2,000ppm of Lithium, or
equivalent subject to a minimum average grade of 1,000ppm.
Upon completion of the transaction with Hawkstone, Thor will be
issued 7,812,500 Initial Consideration Shares in Hawkstone.
Hawkstone shares closed at A$0.034 at 30 June 2018 on ASX, valuing
Thor's interest at 30 June 2018 at A$265,625 (GBP149,653), less any
consideration payable as described below.
Under the agreement by which Thor acquired its interest in USL
from Pembridge Resources PLC in June 2017, Thor is required to pay
Pembridge Resources PLC 5% of any consideration for the sale of its
interest in USA Lithium.
The agreement was subsequently approved by Hawkstone
shareholders on 3 August 2018, and on 7 September 2018, Hawkestone
made an ASX announcement that the transaction has been completed.
(refer Note 21)
The above investment is carried in the Company's Balance Sheet
at the lower of cost and net realisable value.
Notes to the Accounts
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2018 2017 2018 2017
8. Investments (continued)
(c) Loans to subsidiaries:
Molyhil Mining Pty Ltd - - 9,806 8,308
Less: Impairment provision against loan - - (1,202) (523)
Hale Energy Limited - - 1,369 1,193
Less: Impairment provision against loan - - (1,256) (1,193)
Black Fire Industrial Minerals Pty Ltd - - 1,035 941
Pilot Metals Inc 622 -
- - 10,374 8,726
-------- -------- ------- -------
The loans to subsidiaries are non-interest bearing, unsecured and are
repayable upon reasonable notice having regard to the financial stability
of the company.
(d) Loan receivable:
Environmental Copper Recovery SA Pty Ltd 113 - - -
113 - - -
-------- -------- ------- -------
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. The
Group made the first advance to ECR of AUD$200,000 (GBP116,000).
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.
Subsequent to 30 June 2018, ECR has been offered A$2,851,303 in
grant funding over a 30 month period, for research relating to the
Kapunda In-Situ (ISR) copper and gold recovery trial. (refer Note
21)
The loan receivable is carried in the Company's Balance Sheet at
the lower of cost and net realisable value.
9. Deposits supporting performance bonds
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2018 2017 2018 2017
Deposits with banks and Governments 21 21 - -
21 21 - -
------- ------- ------- -------
Notes to the Accounts
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2018 2017 2018 2017
10. Property, plant and equipment
Plant and Equipment:
At cost 60 60 - -
Accumulated depreciation (38) (31) - -
Total Property, Plant and Equipment 22 29 - -
============ ======= ======= =======
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.
At 1 July 29 4 --
Additions 3 29 --
Foreign exchange impact, net (1) - --
Disposals - - --
Depreciation expense (9) (4) --
At 30 June 22 29 --
=== ===
The carrying value of the plant and equipment includes finance
leased assets of GBP16,424 (2017: GBP23,000)
11. Trade receivables and other assets
Current
Trade and other receivables 43 19 10 11
Prepayments 6 10 - 9
49 29 10 20
12. Current trade and other payables
Trade payables (185) (235) (20) (30)
Other payables (101) (224) (5) (88)
(286) (459) (25) (118)
----- ----- ---- -----
Notes to the Accounts
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2018 2017 2018 2017
13. Interest bearing liabilities
Leases
Finance Lease Commitments
Payable:
Within One Year (10) (10) - -
Within One to Five Years - (10) - -
------------ ------- ------- -------
Minimum Lease Payments (10) (20) - -
------------ ------- ------- -------
Less Future Interest Charges 1 1 - -
------------ ------- ------- -------
Net Lease Liability (9) (19) - -
============ ======= ======= =======
Lease Liability is Represented by:
Current (9) (9) - -
Non Current - (10) - -
============ ======= ======= =======
Net Lease Liability (9) (19) - -
============ ======= ======= =======
Finance lease exists in relation to exploration analysing
equipment. The term of the lease is for 2 years from June 2017.
14. Non interest bearing liabilities
Current
Director advances -(30) --
-(30) --
====
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. In the year ended 30 June 2018, the remaining amount of
GBP30,000 was repaid.
Notes to the Accounts
15. Issued share capital
2018 2017
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) 761 761
648,573,546 Ordinary shares of GBP0.0001 each 64 37
(2017: 982,870,766 'Deferred Shares' of GBP0.0029 each,
7,928,958,500 'A Deferred Shares' of GBP0.000096 each
and 373,013,208 ordinary shares of GBP0.0001 each)
------------- ---------
3,675 3,648
============= =========
Movement in share capital
2018 2017
Ordinary shares of GBP0.0001 Number GBP'000 Number GBP'000
Pre Share Consolidation 25:1
At 1 July 2016 5,736,387,510 3,423
Shares issue in lieu of expenses 446,570,973 45
Shares issued for cash 1,400,000,000 140
Shares issued to extinguish debt 346,000,000 35
7,928,958,483 3,643
------------- ---------
Post Share Consolidation 25:1 (3) 317,158,340 3,643
At 1 July 2017 373,013,208 3,648 n/a n/a
Shares issued for cash 131,736,111 13 50,000,000 5
Shares issued for acquisition 1,127,580 - - -
Warrants Exercised 142,696,647 14 5,854,868 -
At 30 June 648,573,546 3,675 373,013,208 3,648
----------- --------- ------------- ---------
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.
Notes to the Accounts
15. Issued share capital (continued)
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 2018:
Number Grant Date Expiry Date Exercise Price
13,600,000(1) 24 Jun 2016 1 Dec 2018 GBPGBP0.0125
21,174,032(2) 7 Oct 2016 7 Apr 2019 GBPGBP0.0125
13,840,000(3) 11 Oct 2016 11 Apr 2019 GBPGBP0.0125
20,000,000(4) 11 Oct 2016 26 Jul 2019 GBPGBP0.0125
5,573,347(5) 27 Jan 2017 27 Jul 2018 GBPGBP0.0090
2,000,000(6) 27 Jun 2017 27 Jun 2019 GBPGBP0.0180
1,500,000(7) 27 Jun 2017 27 Jun 2020 GBPGBP0.0180
39,444,444(8) 28 Jul 2017 28 Jul 2019 GBPGBP0.0180
15,000,000(9) 28 Jul 2017 31 Mar 2020 GBPGBP0.0180
5,775,829(10) 3 Nov 2017 2 Nov 2018 GBPGBP0.0120
29,948,194(11) 30 Nov 2017 29 Nov 2018 GBPGBP0.0120
1,500,000(12) 30 Nov 2017 29 Nov 2018 GBPGBP0.0120
10,000,000(13) 30 Jan 2018 29 Jan 2020 GBPGBP0.0500
10,000,000(14) 13 Jun 2018 2 Nov 2020 GBPGBP0.0150
5,000,000(15) 13 Jun 2018 29 Dec 2020 GBPGBP0.0450
15,000,000(16) 13 Jun 2018 7 Jun 2021 GBPGBP0.035625
209,355,846 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, following shareholder approval.
(2) Issued to investors as part of a capital raising in October
2016, following shareholder approval.
(3) 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 2 above.
(4) Issued to Directors following shareholder approval.
(5) 25,000,000 warrants issued to investors as part of a capital
raising. 19,426,653 Warrants have since been exercised, prior to 30
June 2018. [Subsequent to 30 June 2018 a further 4,333,333 Warrants
have been exercised, leaving 1,240,014 to expire on 27 July
2018.]
(6) Issued to the Company's joint sponsoring broker, SI Capital
Ltd, for services rendered.
(7) issued to a nominee of the Company's Exploration Manager, in
recognition of service over an extended period.
(8) 51,111,111 Issued to investors as part of a capital raise.
11,666,667 warrants have since been exercised prior to 30 June
2018.
(9) issued to Directors, following shareholder approval
(10) 29,473,686 Issued to investors as tranche 1 of a capital
raise. 23,697,857 warrants have since been exercised prior to 30
June 2018.
(11) 41,151,314 Issued to investors as tranche 2 of a capital
raise, following shareholder approval. 11,203,120 warrants have
since been exercised prior to 30 June 2018.
(12) 3,531,250 issued to the Company's joint sponsoring broker,
SI Capital Ltd, for services rendered. 2,031,250 warrants have
since been exercised prior to 30 June 2018.
(13) Issued to Metal Tiger as part of a placement. One Option
for each share subscribed at GBP0.03. Subject to an acceleration
clause whereby Thor may, at its sole volition, seek conversion of
the Options should the share price of Thor, as traded on AIM,
exceed a GBP0.03 volume weighted average price for five consecutive
business days.
Notes to the Accounts
15. Issued share capital
Warrants and Options on issue (continued)
(14) 'Replacement' Options issued to Paul Johnson. On 2 November
2017, Mr Paul Johnson, exercised 10,000,000 Options at an exercise
price of 1.25p per Option, raising an additional GBP125,000 for the
Company. The Options had originally been issued to Mr Johnson in
lieu of Directors' fees payable for one year through to 1 September
2017. The Options had an expiry date of 2 September 2019. Given the
early exercise, being just under two years before Option expiry,
the Company agreed to award Mr Johnson 10,000,000 'replacement'
options, as approved by shareholders.
(15) 'Commencement' Options. Upon the appointment of Richard
Bradey as a Director, the Company agreed to grant the Commencement
Options, as approved by shareholders. The Options will vest with Mr
Bradey once the AIM traded closing price for the Company's Ordinary
Shares exceeds GBP0.06 for 20 consecutive business days.
(16) A total of 15,000,000 Options were granted to the existing
Directors of the Company, as approved by shareholders.
16. Share based payments reserve
2018 2017
GBP'000 GBP'000
At 1 July 115 9
Lapse of 26,763,987 investor options @ GBP0.00035 - (9)
Issued to/(exercised by) Directors @ GBP0.001275 - 25
Issued to/(exercised by) Paul Johnson @ GBP0.001325 (13) 13
Issued to/(exercised by) Beaufort Securities Ltd @ GBP0.001411 (2) 2
Issued to SI Capital Ltd @ GBP0.001857 - 4
Issued to a nominee of an employee @ GBP0.002710 - 4
Issued to Directors @ GBP0.004469 - 67
Issued to SI Capital Ltd @ GBP0.00177 7 -
Exercised by SI Capital Ltd @ GBP0.001770 (4) -
Issued to Paul Johnson @ GBP0.009781 98 -
Issued to Richard Bradey @ GBP0.003428 17 -
Issued to Directors @ GBP0.005289 79 -
At 30 June 297 115
------- -------
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 issued in the Share
Based Payments Reserve during the years ended 30 June 2018 and 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
Notes to the Accounts
16. Share based payments reserve (continued)
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
3,531,250 issued to the Company's broker on 30 November
2017
Dividend yield 0.00%
Underlying Security spot price GBP0.01
Exercise price GBP0.012
Standard deviation of returns 60%
Risk free rate 1.95%
Expiration period 1yr
Black Scholes valuation per option GBP0.001770
10,000,000 issued to a Director on 13 June 2018
Dividend yield 0.00%
Underlying Security spot price GBP0.0205
Exercise price GBP0.015
Standard deviation of returns 60%
Risk free rate 2.12%
Expiration period 2.4yrs
Black Scholes valuation per option GBP0.009781
Notes to the Accounts
16. Share based payments reserve (continued)
5,000,000 issued to a Director on 13 June 2018
Dividend yield 0.00%
Underlying Security spot price GBP0.0205
Exercise price GBP0.045
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 2.5yrs
Black Scholes valuation per option GBP0.003428
15,000,000 issued to Directors on 13 June 2018
Dividend yield 0.00%
Underlying Security spot price GBP0.0205
Exercise price GBP0.035625
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 3yrs
Black Scholes valuation per option GBP0.005289
17. Analysis of changes in net cash and cash equivalents
1 July 2017 Cash flows Non-cash changes 30 June 2018
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand - Group 405 966 3 1,374
----------- ---------- ---------------- -------------
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 2018, the Group had no contingent liabilities.
Notes to the Accounts
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:
2018 2017
GBP'000 GBP'000
Sterling 437 84
Australian Dollars 937 321
1,374 405
------- -------
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.
2018 2017
Carrying Fair Value Carrying Fair Value
Amount GBP'000 GBP'000 Amount GBP'000 GBP'000
--------------- ---------- --------------- ----------
Financial assets:
Cash and cash equivalents 1,374 1,374 405 405
Trade & other receivables 43 43 19 19
Deposits supporting performance
guarantees 21 21 21 21
Financial liabilities:
Trade and other payables 286 286 459 459
Non interest bearing liabilities - - 30 30
Interest bearing liabilities 9 9 19 19
--------------- ---------- --------------- ----------
Notes to the Accounts
19. Financial instruments (continued)
The following table sets out the carrying amount, by maturity,
of the financial instruments exposed to interest rate risk:
Maturing Total
------------------ -------- -------
Effective
Interest >1 to <2 >2 to <5
30-June 2018 - Group Rate % < 1 year Years Years
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- -------
Financial Assets
Fixed rate
At call Account - AUD 0% 92 - - 92
At call Account - STG 0.05% 437 - - 437
Term Deposits - AUD 2.5% 845 - - 845
-------- -------- -------- -------
1,374 - - 1,374
-------- -------- -------- -------
Financial Liabilities
Fixed Rate
Interest bearing liabilities 4.7% 9 - - 9
-------- -------- -------- -------
30-June 2017 - Group
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
-------- -------- -------- -------
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 2018 the
estimated recoupable amount converted to GBP10,374,000 (refer Note
8(c)).
Thor Mining PLC engages the services of Druces LLP Solicitors, a
company in which Mr Stephen Ronaldson is a Partner. Mr Ronaldson is
the UK based Company Secretary of Thor. During the year GBP26,925
was paid to Druces LLP Solicitors (2017: GBP18,200 paid to
Ronaldsons LLP Solicitors) on normal commercial terms.
21. Subsequent events
The Australian Government Ministry for Science, Jobs and
Innovation has offered Environmental Recovery SA Pty Ltd (ECR)
(refer Note 8(d)) a CRC-P (Cooperative Research Centre) grant
funding of A$2,851,303 over a 30 month period, for research
relating to the Kapunda In-Situ (ISR) copper and gold recovery
trial. The ISR process is proposed for the extraction of copper and
potentially any gold from the Kapunda deposit. Refer ASX
announcement 31 July 2018.
On 3 August 2018, Hawkstone Mining Limited (Hawkstone) (ASX:
HWK) shareholders approved an agreement for Hawkstone to acquire
100% of the shares on issue in US Lithium Pty Ltd, a company in
which Thor has an interest of 6.25%. On 7 September Hawkstone
announced to the ASX that the remaining conditions have been
satisfied and the transaction has been completed. (refer Note
8(b))
Notes to the Accounts
21. Subsequent events (continued)
On 23 August 2018, Thor announced the results of an updated
Definitive Feasibility Study (DFS) for the Molyhil tungsten and
molybdenum project in the Northern Territory of Australia. The
study outcomes show materially enhanced financial returns and early
payback of capital as a result of process improvements and longer
operating life at the Molyhil open pit, with significant further
upside potential from subsequent underground mining at Molyhil and
from the nearby Bonya tungsten deposits.
On 7 September 2018, Thor announced the outcomes of a Scoping
Study to investigate broad operating parameters, potential scale,
and high level commercial viability of mining and processing for
the Pilot Mountain deposits in Nevada, USA. Study outcomes support
a decision to commence a more detailed Pre-Feasibility Study to
progress the project along the development pathway.
The following shares have been issued subsequent to 30 June
2018, following the exercise of warrants:
-- 2,904,762 shares on 13 July 2018 for consideration of
GBP26,143, following the exercise of warrants with an exercise
price of GBP0.009 and expiry 27 July 2018
-- 1,428,571 shares on 27 July 2018 for consideration of
GBP12,857, following the exercise of warrants with an exercise
price of GBP0.009 and expiry 27 July 2018
-- 451,643 shares on 6 August 2018 for consideration of
GBP5,646, following the exercise of warrants with an exercise price
of GBP0.0125 and expiry 1 December 2018
Other than the above matters, there were no material events
arising subsequent to 30 June 2018 to the date of this report which
may significantly affect the operations of the Group or Company,
the results of those operations and the state of affairs of the
Group or Company in the future.
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 14 September 2018)
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 - 1,000 185
1,001 - 5,000 139
5,001 - 10,000 50
10,001 - 100,000 417
100,001 and over 233
----------------------
1,024
----------------------
The number of Australian shareholders holding less than a
marketable parcel is 288.
The minimum parcel size is 19,231 shares.
Twenty largest shareholders as at 14 September 2018
Name Number of Percentage
shares held of shares
held
-------------------------------------------------- ------------- -----------
HARGREAVE HALE NOMINEES LIMITED <LON> 73,492,643 11.25%
-------------------------------------------------- ------------- -----------
BARCLAYS DIRECT INVESTING NOMINEES LIMITED
<CLIENT1> 52,018,215 7.96%
-------------------------------------------------- ------------- -----------
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
<SMKTNOMS> 46,368,133 7.10%
-------------------------------------------------- ------------- -----------
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
<SMKTISAS> 40,603,487 6.21%
-------------------------------------------------- ------------- -----------
SHARE NOMINEES LTD 34,840,641 5.33%
-------------------------------------------------- ------------- -----------
MR MICHAEL ROBERT BILLING & RELATED PARTIES 32,407,423 4.96%
-------------------------------------------------- ------------- -----------
HARGREAVES LANSDOWN (NOMINEES) LIMITED <HLNOM> 28,690,143 4.39%
-------------------------------------------------- ------------- -----------
HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942> 24,276,042 3.72%
-------------------------------------------------- ------------- -----------
HARGREAVES LANSDOWN (NOMINEES) LIMITED <VRA> 20,153,875 3.08%
-------------------------------------------------- ------------- -----------
BEAUFORT NOMINEES LIMITED 18,922,526 2.90%
-------------------------------------------------- ------------- -----------
HSDL NOMINEES LIMITED 16,072,904 2.46%
-------------------------------------------------- ------------- -----------
HSDL NOMINEES LIMITED <MAXI> 13,146,916 2.01%
-------------------------------------------------- ------------- -----------
LAWSHARE NOMINEES LIMITED <SIPP> 12,936,272 1.98%
-------------------------------------------------- ------------- -----------
MR PAUL JOHNSON 12,020,000 1.84%
-------------------------------------------------- ------------- -----------
JIM NOMINEES LIMITED <JARVIS> 11,878,334 1.82%
-------------------------------------------------- ------------- -----------
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED
<TDWHSIPP> 9,718,241 1.49%
-------------------------------------------------- ------------- -----------
MR DAVID EDWARD THOMAS & MRS BARBARA JEAN THOMAS 9,410,969 1.44%
-------------------------------------------------- ------------- -----------
DUNHAM INVESTMENTS PTY LTD 7,000,000 1.07%
-------------------------------------------------- ------------- -----------
MR MICHAEL KEVIN ASHTON 6,604,666 1.01%
-------------------------------------------------- ------------- -----------
VIDACOS NOMINEES LIMITED <15772> 6,450,097 0.99%
-------------------------------------------------- ------------- -----------
TOTAL 477,011,527 73.01%
-------------------------------------------------- ------------- -----------
Unlisted Option and Warrant holders as at 14 September 2018
Option Holders Expiry Number Number of Percentage
Date of Holders Warrants of Total
Warrants
Placees June 2016 1-Dec-18 6 13,600,000 5.2%
Placees October 2016 7-Apr-19 4 20,722,389 10.4%
Directors October 2016 (in lieu
of amounts owed) 11-Apr-19 5 13,840,000 6.9%
Directors October 2016 26-Jul-19 5 20,000,000 10.0%
Broker June 2017 27-Jun-19 1 2,000,000 1.0%
Exploration Manager June 2017 27-Jun-20 1 1,500,000 0.7%
Placees July 2017 28-Jul-19 14 39,444,444 19.7%
Directors July 2017 31-Mar-20 5 15,000,000 7.5%
Placees November 2017 - tranche
1 2-Nov-18 8 5,775,829 2.9%
Placees November 2017 - tranche
2 29-Nov-18 23 29,948,194 15.0%
Broker November 2017 29-Nov-18 1 1,500,000 0.7%
Metal Tiger January 2018 29-Jan-20 1 10,000,000 5.0%
P Johnson June 2018 2-Nov-20 1 10,000,000 5.0%
R Bradey June 2018 29-Dec-20 1 5,000,000 2.5%
Directors June 2018 7-Jun-21 5 15,000,000 7.5%
Total 81 203,330,856 100%
------------ ------------ -----------
Securities held on Escrow
Total shares and CDIs on issue are 653,358,522. No shares or
CDIs are held in escrow.
Stock Exchanges
Thor Mining PLC shares are dual listed on the AIM market and the
Australian Stock Exchange. On the ASX they are traded as CDIs.
ASX CORPORATE GOVERNANCE DISCLOSURE
The Board have chosen to apply the ASX Corporate Governance
Principles and Recommendations (ASX Corporate Governance Council,
3rd Edition) as the Company's chosen corporate governance code for
the purposes of AIM Rule 26. Consistent with ASX listing rule
4.10.3 and AIM rule 26, this document details the extent to which
the Company has followed the recommendations set by the ASX
Corporate Governance Council during the reporting period. A
separate disclosure is made where the Company has not followed a
specific recommendation, together with the reasons and any
alternative governance practice, as applicable. This information is
reviewed annually.
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 A Middleton 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 , Thomas and Middleton are financially literate.
The Board last undertook a formal evaluation of its performance
on 20 September 2018.
TENEMENT SCHEDULE
At 30 June 2018, the consolidated entity holds an interest in
the following Australian tenements:
Project Tenement Area kms(2) Area ha. Holders Company Interest
Molyhil Mining Pty
Molyhil EL22349 228.10 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil EL28948 9.50 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil EL31130 31.70 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil EL31443 66.48 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil ML23825 95.92 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil ML24429 91.12 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil ML25721 56.2 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil AA29732 38.6 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS77 16.18 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS78 16.18 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS79 8.09 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS80 16.18 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS81 16.18 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS82 8.09 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS83 16.18 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS84 16.18 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS85 16.18 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Molyhil Mining Pty
Molyhil MLS86 8.05 Ltd 100%
--------- ----------- -------- ------------------ ----------------
Thor has agreed to acquire 40% of EL29701 and 100% of EL29559,
in the Bonya Creek area, approximately 30 kms from Molyhil, subject
to normal approval and stamping provisions of the Northern
Territory Government.
At 30 June 2018, the consolidated entity holds an interest in
the following tenements in the US State of Nevada:
Claim Group Prospect Claim Number Area Holders Company
Interest
45blocks (611ha
Platoro Desert Scheelite NT #55 - 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
------------ ----------------- ---------------- ------------------- --------------- ---------
Black Fire 109blocks (1,481ha BFM Resources
BFM 1 Claims BFM1 - BFM109 or 3,660 acres) Inc 100%
----------------- ---------------- ------------------- --------------- ---------
Des Scheel 22blocks (299ha BFM Resources
BFM 2 East BFM109 - BFM131 or 739Acre) Inc 100%
----------------- ---------------- ------------------- --------------- ---------
BFM Resources
Dunham Mill Dunham Mill MS1 - MS4 4 blocks Inc 100%
----------------- ---------------- ------------------- --------------- ---------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR PGUGCBUPRGUG
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September 21, 2018 07:00 ET (11:00 GMT)
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