TIDMTHR
RNS Number : 1689O
Thor Mining PLC
30 September 2019
Monday, 30 September 2019
THOR MINING PLC
Thor Mining PLC ("Thor" or the "Company")
Annual Report
The Directors of Thor Mining PLC (AIM, ASX: THR) are pleased to
announce the Company's annual report for the year ended 30 June
2019.
The Company's annual report was also today lodged with 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 2019 Corporate Governance Statement have
been lodged 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/ 5100 LLP
Ben Roberts
Nick Emerson +44 (0) 1483 413 SI Capital Ltd Joint Broker
500
Claire Louise +44 (0) 203 764 Hybridan LLP Joint Broker
Noyce / 2341
John Beresford-Peirse
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 August 2018(1) suggested attractive returns.
Adjacent Molyhil, at Bonya, Thor holds a 40% interest in
deposits of tungsten, copper, and vanadium, including an inferred
resource for the Bonya copper deposit.(2)
Thor also holds 100% of the Pilot Mountain tungsten project in
Nevada USA which has a JORC 2012 Indicated and Inferred Resources
Estimate(3) 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 30% interest Australian copper
development company EnviroCopper Limited, which in turn holds
rights to earn up to a 75% interest in the mineral rights and
claims over the resource on the portion of the historic Kapunda
copper mine in South Australia recoverable by way of in situ
recovery(4) , and also holds rights to earn a 75% interest in the
Moonta Copper project also in South Australia, and is considered
amenable to recovery by way of in situ recovery(5) .
Thor has an interest in Hawkstone Mining Limited, an Australian
ASX listed company with a 100% Interest in a Lithium project in
Arizona, USA.
Finally, Thor also holds a production royalty entitlement from
the Spring Hill Gold project(6) 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 23 August 2018
(2) Refer ASX and AIM announcement of 26 November 2018
(3) Refer AIM announcement of 13 December 2018 and ASX
announcement of 14 December 2018
(4) Refer AIM announcement of 10 February 2016 and ASX
announcement of 12 February 2018
(5) Refer AIM announcement of 5 March 2019 and ASX announcement
of 6 March 2019
(6) Refer AIM announcement 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 2019, 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 2018 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.
2019 ANNUAL REPORT
THOR MINING PLC - CHAIRMAN'S STATEMENT - 2019 ANNUAL REPORT
The year ended 30 June 2019 was one of significant progress in
all core projects, with significant advances in each of our Molyhil
and Pilot Mountain projects and significant progress with our
copper investment. Unfortunately the rebound in tungsten pricing of
2017 and early 2018 was not sustained, although it has recently
shown signs of recovery. Molybdenum and copper prices however
remain robust. The view of the Board of Directors is that our
strategy for commercialisation of our key assets is realistic.
Tungsten
In August 2018, we completed an upgraded Definitive Feasibility
Study (DFS) for our Molyhil tungsten/molybdenum project in the
Northern Territory of Australia, with very positive outcomes,
following which we engaged a Corporate Advisory to assist with
securing project finance. We also completed the acquisition of a
40% interest in the nearby Bonya deposits, which were subsequently
drilled with successful outcomes.
Our objective to secure finance for Molyhil, remains core, and
all activities with this project are central to that objective.
A Scoping Study for the Pilot Mountain tungsten project in
Nevada in the United States was released in September 2018,
indicating the potential for profitable operations for up to 12
years. This was followed by an incremental upgrade in the resource
estimate for the project with an additional 6.5% tungsten metal,
and the inclusion of zinc in the resource estimate. Later in the
financial year we were able to announce successful outcomes from
metallurgical testwork on ore from Pilot Mountain.
Copper
The Company holds a 25% equity interest in private Australian
company EnviroCopper Limited, along with rights to increase that
interest to 30%. EnviroCopper holds earn-in rights for up to 75% of
each of the Kapunda and Moonta projects, focussing upon recovery of
copper and gold from these deposits via Insitu Recovery (ISR)
processes.
In July 2018, we announced that EnviroCopper subsidiary,
Environmental Copper Recovery Pty Ltd, were successful in securing
an Australian Government grant of A$2.85 million towards the costs
of demonstrating an ISR process at Kapunda. We expect this grant
will cover the majority of feasibility study funding requirements
for the Kapunda project.
During the year EnviroCopper Limited conducted successful
recovery tests, extracting both copper and gold from Kapunda drill
samples, and established proof of concept for the Insitu Recovery
process at Kapunda. Subsequent to the end of the year, EnviroCopper
Limited announced an initial resource estimate containing copper,
at Moonta, adding to the existing resource estimate for
Kapunda.
Other Commodities
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 receiving consideration of 7,421,875 ordinary
shares in Hawkstone. A further 7,812,500 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). In September 2019 Hawkstone announced an Indicated
and Inferred Mineral Resource Estimate of 32.5 Million Tonnes
grading 1,850 parts per million (ppm) Li, or 320,800 tonnes Lithium
Carbonate Equivalent, reported above an 800ppm Li cut-off.
During the year also, the Company acquired 100% of the shares in
two Australian private companies with tenement holdings prospective
for gold and uranium.
Corporate Activities
During the year under review, Thor continued to raise funds
successfully from a share placement to new and existing investors
in the United Kingdom and through the exercise of warrants.
Personnel
The board structure was enhanced with the appointment of Mark
Potter on 27 August 2019.
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 future with confidence, with the
Company in a significantly enhanced position in all core assets,
when compared with the same time a year ago.
While tungsten prices eased during the year, they have begun to
recover and other relevant commodity prices remain firm. Our
confidence that we can secure finance for the Molyhil tungsten
project remains undiminished, while our other core investments,
Pilot Mountain and EnviroCopper Limited, have advanced
considerably.
Mick Billing
Chairman and Chief Executive Officer
30 September 2019
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 2018/19
* The publication of an upgraded DFS with significantly
enhanced economic outcomes.
* Completion of the acquisition of a 40% interest in
the nearby Bonya licence which hosts outcropping
deposits of scheelite (tungsten trioxide) as well as
a small high grade copper resource, and a series of
vanadium deposits.
* Early drilling success at Bonya, in particular from
the White Violet and Samarkand deposits.
Feasibility Highlights - 23 August
2018
Net Present Value (at A$101m
5% discount rate)
Project Finance required US$43m
Operating Expense (after US$90/mtu
deduction of molybdenum
by-product credits)
Project Payback 18 months
-------------------------- -----------
In April 2018, a drilling program was conducted by the joint
venture parties at Bonya with best results, announced 24(th) June
2019, and 26(th) June 2019, shown below:
Tungsten highlights from White Violet include;
-- 27m @ 0.29% WO(3) from 35m including 16m at 0.31% Cu from 43m
and 7m @ 0.2% WO(3) from 67m; White Violet hole 19RC020
-- 12m @ 0.67% WO(3) from 46m; 25m @ 0.39% WO(3) from 63m and;
5m @ 0.1%WO(3) from 96m; White Violet hole 19RC021
-- 29m @ 0.70% WO(3) from 81m; including 13m at 1.13% WO(3) from
91m; White Violet hole 19RC022
Tungsten highlights from Samarkand include;
-- 13m @ 0.48% WO(3) from 19m; Samarkand hole 19RC026
-- 8m @ 0.45% WO(3) from 38m; Samarkand hole 19RC028
-- 9m @ 0.74% WO(3) from 64 m including 2m @ 0.2% Cu from 69m; Samarkand hole 19RC030
Copper intersections from Samarkand include
-- 5m @ 0.36% Cu from 9m including 2m @ 0.23% WO(3) ; Samarkand hole 19RC029
-- 12m @ 0.77% Cu from 22m; Samarkand hole 19RC030
-- 7m @ 1.23% Cu from 37m; Samarkand hole 19RC030
A follow-up drill program is scheduled to commence late
September 2019, and it is hoped that the results will be sufficient
to a produce maiden resource estimates for both the White Violet
and Samarkand deposits.
The construction period for the Molyhil development is estimated
at 12 months from the time finance is secured, and discussions with
various parties in order to secure finance for this purpose are
proceeding.
Pilot Mountain Tungsten Project - Nevada, 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 test work
has been conducted to demonstrate that a saleable concentrate can
be produced.
Highlights 2018/19
* In September 2018, the Company announced the results
of a scoping study which strongly suggest the
potential for a mining and processing operation at
Pilot Mountain for a period of up to 12 years.
* During the year the Company released an update to the
resource estimate for the Desert Scheelite deposit,
containing a 6.5% increase of contained tungsten,
along with, for the first time, attractive zinc
grades.
* Follow-up metallurgical studies in the form of locked
cycle testwork was successfully conducted during the
year. This resulted in the production of a high grade
scheelite concentrate grading over 68% WO , with
recovery of 73.6%. Further work is in progress to
improve this recovery
Metal Prices
At 30 June 2019 the selling price in Europe of Tungsten APT was
US$245/mtu, while the price of Molybdenum Roasted Concentrates was
US$12.15/lb (Figure 5). Since then a seasonal slowdown in the
northern hemisphere summer, along with uncertainty in respect of
the fate of the stocks held in the failed Chinese FANYA exchange
further impacted the tungsten price , however at the date of this
report, the FANYA exchange stocks are reported to have been sold
and some recovery has been shown. Industry forecasts suggests this
recovery should be sustained. Molybdenum pricing has held firm at
around US$12/lb for the past year.
Copper Investment
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, to be used to fund field test work and
feasibility activities at Kapunda over the subsequent three years.
In turn ECR had 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 contained in the Kapunda deposit from Australian
listed company, Terramin Australia Limited ("Terramin" ASX:
"TZN").
Subsequently, a Memorandum of Understanding (MOU) announced 5
March 2019, was executed between Thor Mining, ECR, and
Environmental Metals Recovery Pty Ltd (holding earning rights,
subject to due diligence, to 75% of Moonta copper project
comprising the northern portion of exploration licence EL5984 held
by Andromeda Metals Limited (ASX:ADN), for the merging of the
respective interests, and the formation of EnviroCopper Limited, to
hold and advance those interests.
Under the MOU, Thor has relinquished its interest in ECR and
acquired a 25% interest in EnviroCopper Limited for total funding
of A$0.6million (funds already provided). Further Thor will hold
the right to acquire a further 5% seed capital interest in
EnviroCopper Limited for consideration of an additional A$0.4
million.
Kapunda Copper
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.
During the year EnviroCopper Limited successfully demonstrated
recovery of both copper and gold from historical drill samples from
the Kapunda field. While gold does not feature in the mineral
resource estimate for Kapunda, drill samples from a total of 14 of
the historical drill holes have produced gold assays, with a better
intersection of 95.1 metres @ 3.06g/t gold.
During the next stage of work on this project, EnviroCopper
Limited will conduct field pump test work 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.
Moonta Copper
The Moonta project comprises steeply dipping zones of copper
oxide mineralisation hosted within a deep weathering trough
interpreted to extend over 11 kilometres strike length, and
potentially beyond. The prospect is entirely under sedimentary
cover with variable amounts of geological data from drilling in
addition to data from geophysical surveys. Copper mineralisation
within the trough is in the order of 50 to 75 metres width with
drill intersections in excess of 350 metres deep. In areas where
there is enough drill information, grades appear to be in the order
of 0.18% - 0.23% copper.
Subsequent to the end of the year, on 15 August 2019, the Company
advised that EnviroCopper Limited had announced an Inferred Resource
estimate of 66.1 million tonnes (MT) grading 0.17% copper (Cu),
containing 114,000 tonnes of contained copper, at a cutoff grade
of 0.05%Cu from the Wombat Larwood and Bruce deposits.
At a higher cutoff grade of 0.1% Cu the resource stands at 35.4
MT grading 0.26% Cu, containing 93,000 tonnes of contained copper.
This extended the EnviroCopper Limited managed resource inventory
to 233,000tonnes of contained copper over the Kapunda and Moonta
fields.
The Moonta resource estimate is considered preliminary with assays
from an additional 308 holes from these three deposits to be included
in the resource modelling once quality assurance process are complete.
Further historical drill assays from several other deposits at Moonta
show copper mineralisation but at insufficient drill density for
mineral resource estimation.
Lithium Investment
Thor holds a minority interest of 7,421,875 ordinary shares in
Hawkstone Mining Limited (ASX: "HWK"), which is exploring the Big
Sandy lithium project in Arizona USA. A further 7,812,500 ordinary
shares are due to Thor provided, inter alia, that Hawkstone is able
to publish by September 2021 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).
In September 2019 Hawkstone announced an Indicated and Inferred
Mineral Resource Estimate of 32.5 Million Tonnes grading 1,850
parts per million (ppm) Li, or 320,800 tonnes Lithium Carbonate
Equivalent, reported above an 800ppm Li cut-off.
Gold and other commodities
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.
The Thor royalty entitlement at Spring Hill comprises:
-- A$6.00 per ounce of gold produced from the Spring Hill
tenements where the gold produced is sold for up to A$1,500 per
ounce; and
-- A$14 per ounce of gold produced from the Spring Hill
tenements where the gold produced is sold for amounts over A$1,500
per ounce.
The owners of the Spring Hill project have advised that they are
progressing mine permitting, and also that the treatment plant for
toll processing the ore has been refurbished. They are hopeful of
commencement of operations during the upcoming dry season.
Other projects
In March 2019 the Company advised of an agreement to acquire two
private Australian companies (Hamersley Metals Pty Ltd, and Pilbara
Gold Pty Ltd) with licences and applications in areas prospective
for gold and uranium in Western Australia and the Northern
Territory. Two of these tenements, including the NT March Fly
uranium project have been granted. The Company has withdrawn
applications for two others following advice of significant
opposition from traditional owner groups. Documentation of draft
agreements with traditional owners for site access to allow
activities classed as ground disturbing are in progress for other
tenement applications.
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.
JORC (2012) Compliant Mineral Resources and Reserves
Table A: Molyhil Mineral Summary Resource Estimate (Reported 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 2018 (Reported 13
December 2018)
Resource WO(3) Ag Cu Zn
MT Grade Contained Grade Contained Grade Contained Grade Contained
% metal g/t metal % metal % metal
(t) (t) (t) (t)
---------------- ----------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Garnet Indicated - -
----------------
Inferred 1.83 0.36 6,590
---------------------------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Sub Total 1.83 0.36 6,590
---------------------------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Desert
Scheelite Indicated 9.01 0.26 23,400 20.73 187 0.15 13,200 0.41 37,100
----------------
Inferred 1.69 0.25 4,300 12.24 21 0.16 2,800 0.19 3,200
---------------------------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Sub Total 10.70 0.26 27,700 19.38 207 0.15 16,000 0.38 40,300
---------------------------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Summary Indicated 9.01 0.26 23,400
----------------
Inferred 3.53 0.31 10,890
---------------------------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Pilot Mountain
Total 12.53 0.27 34,290
----------------- ------------------ ----- ---------- ------------------------------------------------------
Notes:
-- Thor Mining PLC holds 100% equity interest in this resource.
-- All figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- Cut-off grade 1,500ppm WO .
-- Garnet deposit resource reported 22 May 2017. The Company is
not aware of any information or data which would materially affect
this previously announced resource estimate, and all assumptions
and technical parameters relevant to the estimate remain
unchanged.
Table C: Kapunda Resource Summary 2018 (Reported 12 February
2018)
Resource Copper
---------------------------
Mineralisation 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:
-- EnviroCopper are earning a 75% interest in this resource, and
Thor have investment rights for up to 30% of EnviroCopper.
-- 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: Moonta Copper Mineral Resource Estimate (Reported 15
August 2019)
Resource COG Deposit Volume Tonnes Cu (%) Cu (metal Au (g/t) Au (kOz)
Classification (Cu (Mm3) (Mt) Kt)
%)
INFERRED 0.05 Wombat 20.91 46.5 0.17 80
----- -------- ------- ------- ------- ---------- --------- ---------
Bruce 5.51 11.8 0.19 22
----- -------- ------- ------- ------- ---------- --------- ---------
Larwood 3.48 7.8 0.15 12 0.04 10
----- -------- ------- ------- ------- ---------- --------- ---------
Total 29.9 66.1 0.17 114
------- ------- ------- ---------- --------- ---------
Notes:
-- EnviroCopper are earning a 75% interest in this resource, and
Thor have investment rights for up to 30% of EnviroCopper.
-- Figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- Cut-off grade used of 0.05% Cu.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table E: Molyhil Open Cut Ore Reserve Statement (Reported 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 2014. 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 2019.
Review of Operations
The net result of operations for the year was a loss of
GBP735,000 (2018 loss: GBP1,249,000).
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
Mr 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
Mr 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
Mr Thomas is a Mining Engineer from Royal School of Mines,
Imperial College, 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.
Mark Potter - Non-Executive Director (appointed 27 August
2019)
Mark is currently a Director and Chief Investment Officer of
Metal Tiger Plc, a London Stock Exchange AIM-quoted investing
company primarily focused on undervalued natural resource
opportunities. Mark is also the founder and a partner of Sita
Capital Partners LLP, an investment management and advisory firm
specialising in investments in the mining industry.
Mark was formerly a Director and Chief Investment Officer of
Anglo Pacific Group, a London listed natural resources royalty
company, where he successfully led a turnaround of the business
through acquisitions, disposals of non-core assets, and successful
equity and debt fundraisings.
Prior to Anglo Pacific, Mark was a founding member and
Investment Principal for Audley Capital Advisors LLP, a London
based activist hedge fund, where he was responsible for managing
all natural resources investments. Mark worked on several landmark
deals in the mining sector including the successful distressed
investment and turnaround of Western Coal Corp and its Can$3.3bn
sale to Walter Energy Inc. And prior to Audley Capital, Mark worked
in corporate finance for Salomon Smith Barney (Citigroup) and
Dawnay, Day, a private equity and corporate finance advisory firm.
Mark graduated with an MA degree from Trinity College, University
of Cambridge.
Richard Bradey - BSc (App Geol), MSc (Nat Res Man), MAusIMM -
Executive Director (appointed 29 December 2017)
Mr 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.
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 (UK)
Mr Stephen Ronaldson is the joint company secretary as well as a
partner of the Company's UK solicitors, Druces LLP.
Mr Ronaldson has an MA from Oriel College, Oxford and qualified
as a Solicitor in 1981. During his career Mr Ronaldson has
concentrated on company and commercial fields of practice
undertaking all issues relevant to those types of businesses
including capital 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.
Thor holds 100% of the advanced Molyhil tungsten project in the
Northern Territory of Australia, together with a 40% interest in
deposits of tungsten, copper, and vanadium, in two tenements
adjacent to Molyhil.
Thor also holds 100% of the Pilot Mountain tungsten project in
Nevada USA which has a JORC 2012 Indicated and Inferred Resources
Estimate on two of the four known deposits.
Thor is acquiring up to a 30% interest Australian copper
development company EnviroCopper Limited, which in turn holds
rights to earn up to a 75% interest in the mineral rights and
claims over the resource on the portion of the historic Kapunda
copper mine in South Australia, recoverable by way of in situ
recovery, and also holds rights to earn a 75% interest in the
portion of the Moonta Copper project in South Australia, considered
amenable to recovery by way of in situ recovery.
Thor has an interest in Hawkstone Mining Limited, an Australian
ASX listed company with a 100% interest in a Lithium project in
Arizona, 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 GBP735,000 (2018
loss: GBP1,249,000). 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 13 September 2019, the following had notified the Company of
disclosable interests in 3% or more of the nominal value of the
Company's shares:
Date notified Ordinary shares %
Metal Tiger Plc 27/08/2019 74,050,000 9.0
Mr Paul Johnson 17/07/2018 33,250,000 5.1
Mr Michael Billing 7/11/2018 35,407,423 4.3
For the above table, the number of shares held and the
percentage of total issued capital (and voting rights) are as at
the date of the last notification received by the Company.
Substantial shareholders are required to notify the Company based
on the percentage of voting rights held, where there is a movement
through a 1% band. Therefore, the number of shares last notified
may have changed from that shown above, without the need for a
substantial shareholder to notify the Company, where their
percentage of voting rights remains within the 1% band last
notified. However, as a Director, Mr Billing's number of shares
held is maintained up to date for any change, and therefore the
number of shares held and the corresponding percentage of issued
capital and voting rights, is accurate for Mr Billing as at the
date of this report.
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 2019
or their date of resignation if prior to 30 June 2019, were
follows:
Ordinary Shares/CDIs Unlisted Options
30 June 2019 30 June 2018 30 June 2019 30 June 2018
Michael Billing 35,407,423 32,407,423 14,500,000 26,265,040
David Thomas 9,410,970 9,410,970 9,500,000 11,806,800
Alastair Middleton 250,000 250,000 5,500,000 5,500,000
Richard Bradey 31,792 31,792 9,500,000 9,500,000
Paul Johnson
(resigned 13/7/18) 33,250,000 33,250,000 26,825,000 26,825,000
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.
2019 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)
Michael Billing(2) 146 2 148 148 - - 148
David Thomas 43 2 45 45 - - 45
Alastair Middleton 45 - 45 45 - - 45
Richard Bradey(3) 120 11 131 131 - - 131
Paul Johnson(4) - - - - - - -
Key Personnel:
Ray Ridge(1) 46 - 46 46 - - 46
2019 Total 400 15 415 415 - - 415
------- --------------- --------- ---------- ------------ ------------------- ----------
(1) As at 30 June 2019 amounts of GBP73,365, GBP8,502, GBP9,372,
and GBP4,211, remained unpaid to Messrs Billing, Thomas, Middleton
and Ridge respectively.
(2) In lieu of a cash payment for consulting fees, Mr Billing
elected to utilise GBP36,000 owing for consulting fees as payment
for the exercise of 3,000,000 options at an exercise price of
GBP0.012 on 2 November 2018.
(3) Mr Bradey receives a salary as an executive of the Company,
and does not receive any additional fees as a Director.
(4) Resigned 13 July 2018.
2018 Short-term
Total employee Options Options
Fees for benefits Granted (based
Salary Post Employment Services Salary during upon Black-Scholes Total
and 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.
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:
2019 Meetings held whilst in Office Meetings attended
Michael Billing 12 12
David Thomas 12 11
Alastair Middleton 12 12
Richard Bradey 12 12
Paul Johnson (resigned 13/7/18) - -
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,
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 losses that the Group has made for the
Year Ended 30 June 2019. The Directors have prepared cash flow
forecasts for the period ending 30 September 2020 which take
account of the current cost and operational structure of the
Group.
The cost structure of the Group comprises a high proportion of
discretionary spend and therefore in the event that cash flows
become constrained, some costs can be reduced to enable the Group
to operate with a lower level of available funding. As a junior
exploration company, the Directors are aware that the Company must
go to the marketplace to raise cash to meet its exploration and
development plans, and/or consider liquidation of its investments
and/or assets as is deemed appropriate.
These forecasts demonstrate that the Group has sufficient cash
funds available to allow it to continue in business for a period of
at least twelve months from the date of approval of these financial
statements on the basis of continued ability to raise capital in
the marketplace. 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 30 September 2019.
Michael Billing Ray Ridge
Executive Chairman Chief Financial Officer
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 2019 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 2019 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.
EMPHASIS OF MATTER - GOING CONCERN
We have considered the adequacy of the going concern disclosures
in note 1(c) to the accounts concerning the Group's ability to
continue as a going concern. The Group incurred a net loss before
tax of GBP735,000 during the year ended 30 June 2019 and expects to
continue to generate negative cash flow and be reliant upon the
completion of capital raisings to continue its operations and fund
discretionary exploration spend. These conditions, along with other
matters disclosed in note 1(c) indicate the existence of a material
uncertainty which may cast significant doubt about the Group's
ability to continue as a going concern. The accounts do not include
the adjustments, such as impairment of assets, that would result if
the Group were unable to continue as a going concern.
Our opinion is not modified in respect of the above matter.
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.
(a) CARRYING VALUE OF INTANGIBLE NON-CURRENT ASSETS- DEFERRED EXPLORATION COSTS
The Group's intangible non-current assets - Deferred Exploration
costs represent the most significant asset on its statement of
financial position totalling GBP11.688m as at 30 June 2019.
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 Intangible
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 Intangible Non-Current assets.
Given the significance of the Intangible 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 these assets
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
-- Sufficiency of data existing to suggest the carrying value of
deferred exploration costs is likely be recovered in full through
successful development or sale.
In addition, we obtained the cash projections and expenditure
budget for the 2020 year end and assessed whether or not there is
reasonable forecasted expenditure to confirm continued exploration
spend into the projects indicating that Management are committed to
the projects.
We also assessed the disclosures included in the financial
statements.
(b) GOING CONCERN
The accounts are prepared on the going concern basis, which
assumes the continuity of normal business activities and the
realisation of assets and the settlement of liabilities in the
normal course of business. As the Group continues to generate
negative cash flow and be reliant upon capital raisings, going
concern was considered to be a possible uncertainty during the
audit process.
How the Matter was addressed in the Audit
We reviewed the Group's cash forecast projections for the 13
month period ending 30 September 2020 for its reasonableness in
predicting the components of expenditure and the sources of
financing included therein.
We also considered the Group's track record in obtaining funds
from capital raisings.
Our audit report therefore includes an 'emphasis of matter'
paragraph as set out above earlier in this report.
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
GBP125,000, based on less than 1% 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.
Rowan J. Palmer
(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).
30 September 2019
Statements of Comprehensive Income for the year ended 30 June
2019
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2019 2018 2019 2018
Administrative expenses (91) (92) (139) (191)
Corporate expenses (601) (705) (271) (292)
Share based payments expense (22) (229) (22) (229)
Realised gain on financial assets (1) - - -
Exploration expenses (21) (245) - -
Net impairment of subsidiary loans - - (403) (742)
Write off/Impairment of exploration
assets 7 (28) - - -
Operating Loss 3 (764) (1,271) (835) (1,454)
Interest Received 12 13 - -
Interest paid - (1) - -
Sundry Income 17 10 - 5
Loss before Taxation (735) (1,249) (835) (1,449)
Taxation 5 - - - -
Loss for the period (735) (1,249) (835) (1,449)
------- ------- -------- ---------
Other comprehensive income:
Exchange differences on translating
foreign operations (100) (471) - -
Other comprehensive income for the
period, net of income tax (100) (471) - -
------- ------- -------- ---------
Total comprehensive income for the
period (835) (1,720) (835) (1,449)
======= ======= ======== =========
Basic loss per share 6 (0.10)p (0.23)p
The accompanying notes form an integral part of these financial
statements.
Statements of Financial Position at 30 June 2019 Co No:
05276414
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2019 2018 2019 2018
ASSETS
Non-current assets
Intangible assets - deferred exploration
costs 7 11,688 10,133 - -
Investment in subsidiaries 8a - - 1,206 688
Investments at cost 8b 103 103 103 103
Loans to subsidiaries 8c - - 11,252 10,374
Loan receivable (convertible note) 8d 332 113 - -
Deposits to support performance bonds 9 42 21 - -
Plant and equipment 10 14 22 - -
Total non-current assets 12,179 10,392 12,561 11,165
-------- -------- ----------- -----------
Current assets
Cash and cash equivalents 523 1,374 56 463
Trade receivables & other assets 11 64 49 14 10
Total current assets 587 1,423 70 473
-------- -------- ----------- -----------
Total assets 12,766 11,815 12,631 11,638
-------- -------- ----------- -----------
LIABILITIES
Current liabilities
Trade and other payables 12 (245) (286) (12) (25)
Employee annual leave provision (45) (50) - -
Interest bearing liabilities 13 - (9) - -
-------- -------- ----------- -----------
Total current liabilities (290) (345) (12) (25)
-------- -------- ----------- -----------
Non Current Liabilities
Total non-current liabilities - - - -
-------- -------- ----------- -----------
Total liabilities (290) (345) (12) (25)
-------- -------- ----------- -----------
Net assets 12,476 11,470 12,619 11,613
======== ======== =========== ===========
Equity
Issued share capital 14 3,692 3,675 3,692 3,675
Share premium 21,449 19,693 21,449 19,693
Foreign exchange reserve 2,084 2,184 - -
Merger reserve 405 405 405 405
Share based payments reserve 15 359 297 359 297
Retained losses (15,513) (14,784) (13,286) (12,457)
-------- -------- ----------- -----------
Total shareholders equity 12,476 11,470 12,619 11,613
======== ======== =========== ===========
The accompanying notes form part of these financial statements.
These Financial Statements were approved by the Board of Directors
on 30 September 2019 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 2019
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2019 2018 2019 2018
Cash flows from operating activities
Operating Loss (764) (1,271) (835) (1,454)
Sundry income 17 10 - 5
Decrease/(increase) in trade and other
receivables (8) (66) 10 (1)
(Decrease) in trade and other payables (12) (43) (13) (3)
Increase in provisions (4) 30 - -
Depreciation 8 9 - -
Exploration expenditure written off 28 - - -
Impairment subsidiary loans - - 403 742
Share based payment expense 22 229 22 229
Net cash outflow from operating activities (713) (1,102) (413) (482)
------- ------- ------- -------
Cash flows from investing activities
Interest received 17 9 - -
Interest paid - (1) - -
Expenditure on refundable performance
bonds (22) - - -
Purchase of property, plant and equipment - (9) - -
Purchase of investment - (103) - (103)
Cash acquired in purchase of subsidiaries 41 - - -
R&D Grants for exploration expenditure - - - -
Payments for exploration expenditure (876) (688) - -
Loan advanced (convertible note) (221) (113)
Loans to controlled entities - - (943) (2,340)
Net cash in/(out)flow from investing
activities (1,061) (905) (943) (2,443)
------- ------- ------- -------
Cash flows from financing activities
Directors advances repaid - (28) - -
Finance lease repaid (10) (8) - -
Net issue of ordinary share capital 949 3,009 949 3,009
------- ------- ------- -------
Net cash inflow from financing activities 939 2,973 949 3,009
------- ------- ------- -------
Net increase in cash and cash equivalents (835) 966 (407) 84
Non cash exchange changes (16) 3 - -
Cash and cash equivalents at beginning
of period 1,374 405 463 379
------- ------- ------- -------
Cash and cash equivalents at end of period 523 1,374 56 463
======= ======= ======= =======
Statements of Changes in Equity For the year ended 30 June
2019
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
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)
Options exercised - - 19 - - (19) -
Options issued - - - - 201 201
------------ ------------- ------------ ------------ ------------- ------------ -------
At 30 June 2018 3,675 19,693 (14,784) 2,184 405 297 11,470
============ ============= ============ ============ ============= ============ =======
Balance at 1 July
2018 3,675 19,693 (14,784) 2,184 405 297 11,470
Loss for the
period - - (735) - - - (735)
Foreign currency
translation
reserve - - - (100) - - (100)
------------ ------------- ------------ ------------ ------------- ------------ -------
Total
comprehensive
(loss) for the
period - - (735) (100) - - (835)
------------ ------------- ------------ ------------ ------------- ------------ -------
Transactions with owners in their capacity as owners
Shares issued 17 1,782 - - - - 1,799
Cost of shares
issued - (26) - - - - (26)
Options
exercised/lapsed - - 6 - - (6) -
Options issued - - - - 68 68
------------ ------------- ------------ ------------ ------------- ------------ -------
At 30 June 2019 3,692 21,449 (15,513) 2,084 405 359 12,474
============ ============= ============ ============ ============= ============ =======
Company
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)
Options exercised - - 19 - - (19) -
Options issued - - - - - 201 201
------------ ------------- ------------ ------------ ------------- ------------ -------
At 30 June 2018 3,675 19,693 (12,457) - 405 297 11,613
============ ============= ============ ============ ============= ============ =======
Balance at 1 July
2018 3,675 19,693 (12,457) - 405 297 11,613
Loss for the
period - - (835) - - - (835)
------------ ------------- ------------ ------------ ------------- ------------ -------
Total
comprehensive
(loss) for the
period - - (835) - - - (835)
------------ ------------- ------------ ------------ ------------- ------------ -------
Transactions with owners in their capacity as owners
Shares issued 17 1,782 - - - - 1,799
Cost of shares
issued - (26) - - - - (26)
Options
exercised/lapsed - - 6 - - (6) -
Options issued - - - - - 68 68
------------ ------------- ------------ ------------ ------------- ------------ -------
At 30 June 2019 3,692 21,449 (13,286) - 405 359 12,619
============ ============= ============ ============ ============= ============ =======
Notes to the Accounts for the year ended 30 June 2019
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year
ended 30 June 2019 were authorised for issue by the Board on 30
September 2019 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 consolidated entity incurred a net loss before tax of
GBP735,000 during the period ended 30 June 2019, and had a net cash
outflow of GBP1,774,000 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 2020, 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 noted 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) Intangible assets - deferred exploration costs
Exploration, evaluation and development expenditure incurred is
accumulated in respect of each identifiable area of interest. These
costs are only carried forward to the extent that they are expected
to be recouped through the successful development of the area or
where activities in the area have not yet reached a stage which
permits reasonable assessment of the existence of economically
recoverable reserves.
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 15.
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 Group 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.
The Group has applied the following standards and amendments for
the first time for their annual reporting period commencing 1 July
2018:
-- IFRS 9 Financial Instruments
-- IFRS 15 Revenue from Contracts with Customers
No retrospective adjustments were required following the
adoption of IFRS 9 and IFRS 15.
On 1 July 2018 (the date of initial application of IFRS 9), the
Group's management assessed which business models apply to the
financial assets held by the Group and classified its financial
instruments into the appropriate IFRS 9 categories. No
reclassifications were required.
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 16 in respect of Leases which will be effective for
accounting periods beginning on or after 1 January 2019.
-- -IFRS 17 Insurance Contracts (effective date 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 Group.
Notes to the Accounts
2. Revenue and segmental analysis - Group
The Group has an interest in a number of exploration licences
and mining licences, 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 2019 Unallocated Australia United States Consolidated
Revenue
Sundry Income 29 - - 29
Total Segment Expenditure (294) (452) (18) (764)
------------ --------- ------------- ------------
(Loss) from Ordinary Activities
before Income Tax (265) (452) (18) (735)
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (265) (452) (18) (735)
------------ --------- ------------- ------------
Assets and Liabilities
Segment assets - 9,625 2,501 12,126
Corporate assets 640 - - 640
------------ --------- ------------- ------------
Total Assets 640 9,625 2,501 12,766
------------ --------- ------------- ------------
Segment liabilities - (278) - (278)
Corporate liabilities (12) - - (12)
------------ --------- ------------- ------------
Total Liabilities (12) (278) - (290)
------------ --------- ------------- ------------
Net Assets 628 9,347 2,501 12,476
------------ --------- ------------- ------------
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 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
------------ --------- ------------- ------------
3. Operating loss - group
2019 2018
GBP'000 GBP'000
------- -------
This is stated after charging:
Depreciation 8 9
Auditors' remuneration - audit services 25 25
Auditors' remuneration - non audit services - -
Options issued - directors, staff, and
consultants - 201
Directors emoluments - fees and salaries 369 388
Auditors' remuneration for audit services above includes
GBP17,800 (2018: GBP18,000) to Chapman Davis LLP for the audit of
the Company and Group. Remuneration to BDO for the audit of the
Australian subsidiaries was GBP7,251 (2018: GBP7,323).
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. 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, 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 $217,000 plus $21,000 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 (KMP) during the year
ended 30 June 2019
(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
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 2019
Directors: (1)
Michael Billing(2) 148 - 148 - 148
David Thomas 45 - 45 - 45
Alastair Middleton 45 - 45 - 45
Richard Bradey 131 - 131 - 131
Paul Johnson(3) - - - - -
Other Personnel:
Ray Ridge(1) 46 - 46 - 46
(1) As at 30 June 2019 amounts of GBP73,365, GBP8,502, GBP9,372,
and GBP4,211, remained unpaid to Messrs Billing, Thomas, Middleton
and Ridge respectively.
(2) In lieu of a cash payment for consulting fees, Mr Billing
elected to utilise GBP36,000 owing for consulting fees as payment
for the exercise of 3,000,000 options at an exercise price of
GBP0.012 on 2 November 2018.
(3) Resigned 13 July 2018.
Paid/Payable Total Salary
in cash Shares(2) & 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.
Notes to the Accounts
4. Directors and executive disclosures - Group (continued)
(c) Compensation by category Group
2019 2018
GBP'000 GBP'000
------------ -----------
Key Management Personnel
Short-term 400 424
Share Option charges - 194
Post-employment 15 16
415 634
============ ===========
(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 2019.
(e) Options holdings of Key Management Personnel
The movement during the reporting period in the number of
options over ordinary shares in Thor Mining PLC held, directly,
indirectly or beneficially, by key management personnel, including
their personally related entities, is as follows:
Held at
30/6/18 Options Options Ceasing Vested and
Key Management or appointment Lapsed Exercised to Held at exercisable
Personnel date (Note A) (Note B) be a KMP(1) 30/6/19 at 30/6/19
------------------- --------------- ----------- ------------- ------------ ------------ ---------------
Michael Billing 26,265,040 (8,765,040) (3,000,000) - 14,500,000 14,500,000
David Thomas 11,806,800 (2,306,800) - - 9,500,000 9,500,000
Alastair Middleton 5,500,000 - - - 5,500,000 5,500,000
Richard Bradey 9,500,000 - - - 9,500,000 4,500,000
Paul Johnson(1) 26,825,000 - - (26,825,000) - -
(1) Resigned 13 July 2018.
Notes:
A. Options lapsed on 14 April 2019. Exercise price was GBP0.0125 per share.
B. In lieu of a cash payment for consulting fees, Mr Billing
elected to utilise GBP36,000 owing for consulting fees as payment
for the exercise of 3,000,000 options at an exercise price of
GBP0.012 on 2 November 2018.
-
Notes to the Accounts
4. Directors and executive disclosures - Group (continued)
Held at
Key 30/6/17 Placements Options Ceasing Vested and
Management or appointment Participation Granted Options to Held at exercisable
Personnel date (Note A) (Note B) Exercised be a KMP 30/6/18 at 30/6/18
----------- --------------------- ------------------------- --------------------- ------------------------ -------------- ---------------------- ---------------
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) - -
(1) Appointed 29 December 2017.
(2) Resigned 13 July 2018.
(3) Resigned 14 December 2017.
Notes:
A. 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.
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 2019 2018
GBP'000 GBP'000
------- -------
Consulting
Michael Billing Fees (i) 126 118
Consulting
David Thomas Fees (ii) 23 32
(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 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
2019 2018
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:
2019 2018
GBP'000 GBP'000
Loss on ordinary activities before tax (735) (1,249)
------- -------
Effective rate of corporation tax in the UK 19.00% 19.00%
Loss on ordinary activities multiplied by the standard
rate of corporation tax (140) (237)
Effects of:
Future tax benefit not brought to account 140 237
------- -------
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
2019 2018
Loss for the year (GBP 000's) (735) (1,249)
Weighted average number of Ordinary shares in
issue 714,111,518 545,367,864
Loss per share (pence) - basic (0.10)p (0.23)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
2019 2018
Cost
At 1 July 10,133 9,867
Exploration expenditure 879 680
Acquisitions(1) 776 -
Disposals - -
Exchange gain/(loss) (73) (414)
Exploration written off (28) -
At 30 June 11,687 10,133
------- -------
Notes to the Accounts
7. Intangible fixed assets - Group
Deferred exploration costs (continued)
GBP'000 GBP'000
2019 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 11,687 10,133
------- -------
In the year ended 30 June 2019 the Directors undertook an
impairment review of the deferred exploration costs, resulting in
an impairment expense of GBPNil (2018: Nil).
(1) During the year ended 30 June 2019, interests in exploration
leases were acquired for a total cost of GBP776,000 comprising:
- GBP301,000 for the acquisition of the Bonya tenements, being a
40% interest in EL29701 and 100% of EL29599. Consideration was
A$550,000 (GBP301,000) paid by the issue of 14,527,205 shares at
A$0.03786. Refer ASX Announcements 25 September 2018, 19 April 2018
and 28 March 2018. EL29599 was peripheral to the acquisition and
was subsequently relinquished, with a write off of GBP28,000
representing part of the total acquisition cost allocated to this
exploration lease.
- GBP475,000 for the acquisition, on 27 March 2019, of interests
in nine licence applications, at various stages of advancement,
prospective for gold and uranium, and cover a total of 607 square
kilometres in the Pilbara region of Western Australia, and the
Northern Territory of Australia. The transaction occurred through
the acquisition of a 100% interest in two companies Hamersley
Metals Pty Ltd and Pilbara Goldfields Pty Ltd. Total consideration
of GBP475,000 consisted of:
o GBP450,500 as 53 million Thor shares issued on 10 April 2019,
at an issue price of 0.85p per share,
o GBP68,000 as 26,500,000 options issued following shareholder
approval on 23 May 2019, with an exercise price of 1.3p and expiry
of 23 May 2022. The GBP68,000 valuation for the options was
calculated using the Black-Scholes option pricing methodology -
refer Note 15.
o Less GBP41,000 of cash and GBP2,500 other receivables in the
two companies acquired.
Notes to the Accounts
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
Hamersley Metals Pty Ltd(6) Australia Ordinary 100
Pilbara Goldfields Pty Ltd(7) Australia Ordinary 100
(1) Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at
the Molyhil project in the Northern Territory of Australia.
(2) 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.
(6) Hamersley Metals Pty Ltd was acquired on 27 March 2019. The company holds a number of
exploration licence applications, in the Northern Territory of Australia, at various stages
of advancement.
(7) Pilbara Goldfields Pty Ltd was acquired on 27 March 2019. The company holds a number of
exploration licence applications, in Western Australia, at various stages of advancement.
Messrs Billing and Thomas are Directors of all of the above 100% subsidiaries.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2019 2018 2019 2018
(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
Hamersley Metals - - 338 -
Less: Impairment provision against investment - - - -
Pilbara Goldfields - - 180 -
Less: Impairment provision against investment - - - -
- - 1,206 688
------------ ----------- -------------------------- -------
Notes to the Accounts
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2019 2018 2019 2018
8. Investments (continued)
(b) Investments at cost:
Hawkstone Mining Limited 103 103 103 103
103 103 103 103
------- ------- ------- -------
On the 15 June 2017, the Company acquired an interest in US
Lithium Pty Ltd (USL), a private Australian company which in turn
owned 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.
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 had an interest at that time of 6.25%. On 7 September
Hawkstone announced to the ASX that the remaining conditions have
been satisfied and the transaction has been completed.
Consideration received/receivable by Thor is as follows:
- 7,421,875 Hawkstone shares, being 7,812,500 Hawkstone shares
received less 5% or 390,625 shares transferred to Pembridge
Resources PLC. [Under the agreement by which Thor acquired its
interest in USL from Pembridge Resources PLC in June 2017, Thor was
required to pay Pembridge Resources PLC 5% of any consideration for
the sale of its interest in USA Lithium].
- 7,812,500 Hawkstone shares are receivable following the
declaration of an inferred resource at the Big Sandy Lithium
Project of not less than 30 million tonnes at a grade greater than
2,000ppm of Lithium, or equivalent subject to a minimum average
grade of 1,000ppm by 7 September 2021.
During the year ended 30 June 2019 and subsequent, Hawkstone
have successfully completed a 37 hole diamond drill programme and
have announced a maiden Mineral Resource Estimate at the Big Sandy
project. Hawkstone are now in the process of appointing consultants
to conduct a pre-feasibility study. Refer to Thor's ASX
announcements of 30 September 2019 (refer subsequent events Note
20), 21 August 2019, 24 July 2019, 28 June 2019 and 16 May
2019.
Thor's investment is carried at its original cost of GBP103,000
and is comprised of 7,421,875 Hawkstone shares held by Thor with a
market value of $156,000 (GBP86,000) at 30 June 2019, together with
a contingent right to receive a further 7,812,500 Hawkstone
shares.
(c) Loans to subsidiaries:
Molyhil Mining Pty Ltd -- 10,560 9,806
Less: Impairment provision against loan --(1,602) (1,202)
Hale Energy Limited -- 1,591 1,369
Less: Impairment provision against loan --(1,258) (1,256)
Black Fire Industrial Minerals Pty Ltd -- 1,035 1,035
Pilot Metals Inc -- 922 622
Hamersley Metals -- 2 -
Pilbara Goldfields -- 2 -
-- 11,252 10,374
------- -------
The loans to subsidiaries are non-interest bearing, unsecured
and are repayable upon reasonable notice having regard to the
financial stability of the company.
Notes to the Accounts
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2019 2018 2019 2018
8. Investments (continued)
(d) Loan receivable (convertible note):
Environmental Copper Recovery SA Pty Ltd 332 113 - -
332 113 - -
------- ------- ------- -------
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 was investing in an
incorporated private Australian company, Environmental Copper
Recovery SA Pty Ltd (ECR), initially via convertible notes of up to
A$1.8 million, convertible into a 60% interest in ECR. 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.
In turn, ECR had 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.
Thor made the first advance to ECR of A$200,000 (GBP113,000)
during the year ended 30 June 2018. A further advance of A$400,000
(GBP221,000) was made during the year ended 30 June 2019. The
balance of the loan at 30 June 2019 is GBP332,000 after allowing
for a foreign currency translation loss of GBP2,000.
On 6 March 2019, Thor announced an expansion and restructuring
of its interests in ECR. Thor is a party to an agreement which
combines the ownership of ECR (holding a right to earn up to a 75%
interest in the Kapunda Copper Project), into a new company, Enviro
Copper Limited (Enviro Copper). Similarly, Environmental Metals
Recovery Pty Ltd have agreed to transfer ownership of it's right to
earn up to a 75% interest in the Moonta Copper Project, which
comprises the northern section of exploration licence EL5984, to
Enviro Copper. In return for Thor relinquishing its interest in
ECR, Thor will hold a 25% interest in Enviro Copper, with a right
to earn a further 5% interest for payment of a further $A400,000.
The intention is to progress Enviro Copper to a separate listing on
a recognised securities exchange, with eligible Thor shareholders
holding first option to invest in any securities issued as part of
such a listing.
The Kapunda Copper Project has an ISR amenable Inferred Resource
Estimate of 119,000 tonnes of contained copper, together with
having secured A$2.85 million Australian Government CRC-P grant
funding. On 15 August 2019, Thor announced an ISR amenable Inferred
Resource Estimate of 119,000 tonnes of contained copper at the
Moonta Copper Project.
At 30 June 2019, the Enviro Copper transaction remains subject
to execution of a binding Farm-in and Joint venture Agreement for
the Kapunda Copper Project and upon satisfactory completion of due
diligence in respect of the Moonta Copper Project being acquired by
Environmental Metals Recovery Pty Ltd from Andromeda Metals Ltd
(ASX: ADN). As such, the GBP332,000 carrying value remains
classified as a loan receivable from ECR, in the Group's Balance
Sheet at the lower of cost and net realisable value. Upon
completion of the transaction, the cost of the loan receivable from
ECR will be reclassified in the Group's Balance Sheet to an equity
accounted investment in Enviro Copper.
Notes to the Accounts
9. Deposits supporting performance bonds
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2019 2018 2019 2018
Deposits with banks and Governments 42 21 - -
42 21 - -
------- ------- ------- -------
10. Property, plant and equipment
Plant and Equipment:
At cost 60 60 --
Accumulated depreciation (46) (38) --
Total Property, Plant and Equipment 14 22 --
==== ====
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 22 29 --
Additions - 3 --
Foreign exchange impact, net - (1) --
Disposals - - --
Depreciation expense (8) (9) --
At 30 June 14 22 --
=== ===
The carrying value of the plant and equipment includes finance
leased assets of GBP10,757 (2018: GBP16,424).
11. Trade receivables and other assets
Current
Trade and other receivables 45 43 14 10
Prepayments 19 6 - -
64 49 14 10
12. Current trade and other payables
Trade payables (163) (185) (13) (20)
Other payables (82) (101) - (5)
(245) (286) (13) (25)
----- ----- ---- ----
Notes to the Accounts
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2019 2018 2019 2018
13. Interest bearing liabilities
Leases
Finance Lease Commitments
Payable:
Within One Year - (10) - -
Within One to Five Years - - - -
------------ ------- ------- -------
Minimum Lease Payments - (10) - -
------------ ------- ------- -------
Less Future Interest Charges - 1 - -
------------ ------- ------- -------
Net Lease Liability - (9) - -
============ ======= ======= =======
Lease Liability is Represented by:
Current - (9) - -
Non Current - - - -
============ ======= ======= =======
Net Lease Liability - (9) - -
============ ======= ======= =======
Finance lease was in relation to exploration equipment. The
final lease payment was June 2019.
Notes to the Accounts
14. Issued share capital
2019 2018
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
816,959,363 Ordinary shares of GBP0.0001 each 81 64
(2018: 982,870,766 'Deferred Shares' of GBP0.0029 each,
7,928,958,500 'A Deferred Shares' of GBP0.000096 each
and 648,576,546 ordinary shares of GBP0.0001 each)
------------ ---------
3,692 3,675
============ =========
Movement in share capital
2019 2018
Ordinary shares of GBP0.0001 Number GBP'000 Number GBP'000
At 1 July 648,573,546 3,675 373,013,208 3,648
Shares issued for cash 47,058,823 5 131,736,111 13
Shares issued for acquisition 67,527,205 7 1,127,580 -
Shares issued to service providers 1,100,000 - - -
Warrants Exercised 52,699,789 5 142,696,647 14
At 30 June 816,959,363 3,692 648,573,546 3,675
----------- --------- ------------ ---------
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.
Notes to the Accounts
14. 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 2019:
Number Grant Date Expiry Date Exercise Price
20,000,000(1) 11 Oct 2016 26 Jul 2019 GBPGBP0.0125
1,500,000(2) 27 Jun 2017 27 Jun 2020 GBPGBP0.0180
39,444,444(3) 28 Jul 2017 28 Jul 2019 GBPGBP0.0180
15,000,000(4) 28 Jul 2017 31 Mar 2020 GBPGBP0.0180
10,000,000(5) 29 Jan 2018 29 Jan 2020 GBPGBP0.0500
10,000,000(6) 13 Jun 2018 2 Nov 2020 GBPGBP0.0150
5,000,000(7) 13 Jun 2018 29 Dec 2020 GBPGBP0.0450
15,000,000(8) 13 Jun 2018 7 Jun 2021 GBPGBP0.035625
500,000(9) 23 Nov 2018 22 Aug 2019 GBPGBP0.05
47,058,823(10) 10 Apr 2019 10 Apr 2022 GBPGBP0.013
26,500,000(11) 23 May 2019 23 May 2022 GBPGBP0.013
190,003,267 Total outstanding
-----------------------------
Share options (termed warrants in the UK) carry no rights to
dividends and no voting rights.
(1) Issued to Directors following shareholder approval.
(2) Issued to a nominee of the Company's Exploration Manager, in
recognition of service over an extended period.
(3) 51,111,111 Issued to investors as part of a capital raise.
11,666,667 warrants have since been exercised prior to 30 June
2019.
(4) Issued to Directors, following shareholder approval.
(5) 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.
(6) '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.
(7) '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.
(8) A total of 15,000,000 Options were granted to Directors of
the Company, as approved by shareholders.
(9) A total of 500,000 Options were granted to a sevice
provider.
(10) 47,058,823 Issued to investors as part of a capital
raise.
(11) 26,500,000 Issued as part of consideration for the
acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty
Ltd, following shareholder approval.
Notes to the Accounts
15. Share based payments reserve
2019 2018
GBP'000 GBP'000
At 1 July 297 115
Exercised options @ GBP0.001325 - (13)
Exercised options @ GBP0.001411 - (2)
Issued to SI Capital Ltd @ GBP0.001770 - 7
Issued to Paul Johnson @ GBP0.009781 - 98
Issued to an employee @ GBP0.003428 - 17
Issued to Directors @ GBP0.005289 - 79
Exercised options @ GBP0.001770 (1) (4)
Lapsed options @ GBP0.0011770 (1) -
Lapsed options @ GBP0.001857 (4) -
Issued for an acquisition @ GBP0.002582 68 98
At 30 June 359 297
------- -------
Options are valued at an estimate of the cost of the services
provided. Where the fair value of the services provided cannot be
estimated, the value of the options granted is calculated using the
Black-Scholes model taking into account the terms and conditions
upon which the options are granted. The following table lists the
inputs to the model used for the share options in the balance of
the Share Based Payments Reserve as at 30 June 2019 or 30 June
2018.
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
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
Notes to the Accounts
16. Share based payments reserve (continued)
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
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
Notes to the Accounts
15. Share based payments reserve (continued)
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
26,500,000 issued for an acquisition on 23 May 2019
Dividend yield 0.00%
Underlying Security spot price GBP0.0085
Exercise price GBP0.013
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 3.16yrs
Black Scholes valuation per option GBP0.002582
16. Analysis of changes in net cash and cash equivalents
1 July 2018 Cash flows Non-cash changes 30 June 2019
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand - Group 1,374 (835) (16) 523
----------- ---------- ---------------- -------------
17. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to
the Group mineral exploration permits. No provision has been made
in the financial statements for these amounts as the expenditure is
expected to be fulfilled in the normal course of the operations of
the Group.
b) Claims of native title
The Directors are aware of native title claims which cover
certain tenements in the Northern Territory. The Group's policy is
to operate in a mode that takes into account the interests of all
stakeholders including traditional owners' requirements and
environmental requirements. At the present date no claims for
native title have seriously affected exploration by the
Company.
c) Contingent Liability
As at 30 June 2019, the Group had no contingent liabilities.
Notes to the Accounts
18. Financial instruments
The Group uses financial instruments comprising cash, liquid
resources and debtors/creditors that arise from its operations.
The Group's exposure to currency and liquidity risk is not
considered significant. The Group's cash balances are held in
Pounds Sterling and in Australian Dollars, the latter being the
currency in which the significant operating expenses are
incurred.
To date the Group has relied upon equity funding to finance
operations. The Directors are confident that 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:
2019 2018
GBP'000 GBP'000
Sterling 56 437
Australian Dollars 467 937
523 1,374
------- -------
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.
2019 2018
Carrying Fair Value Carrying Fair Value
Amount GBP'000 GBP'000 Amount GBP'000 GBP'000
--------------- ---------- --------------- ----------
Financial assets:
Cash and cash equivalents 523 523 1,374 1,374
Trade & other receivables 45 45 43 43
Loan receivable (convertible note) 332 332 113 113
Deposits supporting performance
guarantees 42 42 21 21
Financial liabilities:
Trade and other payables 245 245 286 286
Non interest bearing liabilities - - - -
Interest bearing liabilities - - 9 9
--------------- ---------- --------------- ----------
Notes to the Accounts
18. 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 2019 - Group Rate % < 1 year Years Years
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- -------
Financial Assets
Fixed rate
At call Account - AUD 0% 467 - - 467
At call Account - STG 0.05% 56 - - 56
523 - - 523
-------- -------- -------- -------
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - - -
-------- -------- -------- -------
30-June 2018 - Group
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
-------- -------- -------- -------
19. 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 2019 the
estimated recoupable amount converted to GBP11,252,000 (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 GBP27,547
was paid to Druces LLP Solicitors (2018: GBP26,925 paid to
Ronaldsons LLP Solicitors) on normal commercial terms.
Transactions with Directors and Director related entities are
disclosed in Note 4.
20. Subsequent events
On 1 July 2019, Thor Mining Plc announced an agreement to issue
4,687,500 of shares at an agreed value of 0.80 pence to a service
provider in lieu of marketing and communications services valued at
GBP37,500. The shares were issued on 5 July 2019.
On the 15 August 2019, the Group received A$222,000 from the
Australian Government for its research and development tax
incentive claim related to eligible expenditure incurred in the
year ended 30 June 2019.
Notes to the Accounts
20. Subsequent events (continued)
On 30 September 2019, the Company announced the publication of a
maiden Mineral Resource Estimate for the Big Sandy Deposit in
Arizona USA, by Hawkstone Mining Limited ("Hawkstone") (ASX: HWK).
Hawkstone, the 100% owner of the Big Sandy project, announced an
Indicated and Inferred Mineral Resource Estimate of 32.5 Million
Tonnes grading 1,850 parts per million (ppm) Li, or 320,800 tonnes
Lithium Carbonate Equivalent, reported above an 800ppm Li
cut-off.
Thor holds 7,421,875 ordinary shares in Hawkstone (representing
1.075% of its issued share capital). Thor shall be allotted a
further 7,812,500 ordinary shares in Hawkstone if Hawkstone
reports, by September 2021, a mineral resource estimate, on the Big
Sandy deposit, of at least 30 million tonnes at a grade of over
2,000ppm Lithium (Li), using a lower cut-off grade of 1,000ppm Li.
Refer Note 8(b) for further detail related to the Company's
investment in Hawkstone.
Other than the above matters, there were no material events
arising subsequent to 30 June 2019 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 13 September 2019)
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 - 1,000 187
1,001 - 5,000 137
5,001 - 10,000 46
10,001 - 100,000 416
100,001 and over 274
----------------------
1,060
----------------------
The number of Australian shareholders holding less than a
marketable parcel is 427.
The minimum parcel size is 41,666 shares.
Twenty largest shareholders as at 13 September 2019
Name Number of Percentage
shares held of shares
held
CGWL NOMINEES LIMITED <GC1> 75,969,378 9.25%
JIM NOMINEES LIMITED <JARVIS> 71,781,615 8.74%
SHARE NOMINEES LTD 59,669,786 7.26%
BARCLAYS DIRECT INVESTING NOMINEES LIMITED <CLIENT1> 56,918,007 6.93%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED <SMKTISAS> 46,287,588 5.63%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED <SMKTNOMS> 38,124,495 4.64%
HARGREAVES LANSDOWN (NOMINEES) LIMITED <HLNOM> 37,443,488 4.55%
MICHAEL BILLING 35,407,423 4.31%
HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942> 34,874,222 4.24%
HARGREAVES LANSDOWN (NOMINEES) LIMITED <VRA> 23,362,980 2.84%
ROX RESOURCES LIMITED 14,527,205 1.77%
HSDL NOMINEES LIMITED 14,204,615 1.73%
HSDL NOMINEES LIMITED <MAXI> 13,744,103 1.67%
VALUE GENERATION LIMITED 13,257,274 1.61%
REDSTONE METALS PTY LTD 12,506,863 1.52%
VIDACOS NOMINEES LIMITED <IGUKCLT> 10,149,186 1.24%
MR DAVID EDWARD THOMAS & MRS BARBARA JEAN THOMAS 9,410,970 1.15%
HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED <731504> 8,382,963 1.02%
LAWSHARE NOMINEES LIMITED <SIPP> 7,868,252 0.96%
VIDACOS NOMINEES LIMITED <RBCRBSMR> 7,210,240 0.88%
TOTAL 591,100,653 71.94%
----------------------------------------------------------- ------------- -----------
Unlisted Option and Warrant holders as at 13 September 2019
Option Holders Expiry Number Number of Percentage
Date of Holders Warrants of Total
Warrants
R Bradey June 2017 27-Jun-20 1 1,500,000 1.2%
Directors July 2017 31-Mar-20 5 15,000,000 11.5%
Metal Tiger January 2018 29-Jan-20 1 10,000,000 7.7%
P Johnson June 2018 2-Nov-20 1 10,000,000 7.7%
R Bradey June 2018 29-Dec-20 1 5,000,000 3.8%
Directors June 2018 7-Jun-21 5 15,000,000 11.5%
Placement April 2019 10-Apr-22 27 47,058,823 36.2%
Acquisition May 2019 23-May-22 15 26,500,000 20.4%
Total 56 130,058,823 100%
------------ ------------ -----------
Securities held on Escrow
Total shares and CDIs on issue are 821,646,863. 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.
All directors are considered financially literate.
The Board last undertook a formal evaluation of its performance
on 20 September 2018.
TENEMENT SCHEDULE
At 30 June 2019, 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%
---------- ----------- -------- -------------------- ----------------
Molyhil Mining Pty
Bonya EL29701 204.5 Ltd 40%
---------- ----------- -------- -------------------- ----------------
Molyhil Mining Pty
Bonya EL32167 74.54 Ltd 40%
---------- ----------- -------- -------------------- ----------------
Pilbara Goldfields
Panorama E46/1190 35.03 Pty Ltd 100%
---------- ----------- -------- -------------------- ----------------
At 30 June 2019, 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
45 blocks (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 109 blocks (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%
----------------- ---------------- -------------------- --------------- ---------
Dunham BFM Resources
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 WGUAUBUPBGGU
(END) Dow Jones Newswires
September 30, 2019 08:05 ET (12:05 GMT)
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