TIDMTHR
RNS Number : 6028A
Thor Mining PLC
30 September 2020
30 September 2020
THOR MINING PLC
("Thor" or the "Company")
ANNUAL FINANCIAL REPORT
The Directors of Thor Mining PLC (AIM, ASX: THR) are pleased to
provide the Company's audited annual financial report for the year
ended 30 June 2020.
The Company's annual financial report was also today released on
the Australian Stock Exchange ("ASX") as required under the listing
rules of the ASX.
The annual report will be published and notified in due
course.
Enquiries:
Mick Billing +61 (8) 7324 Thor Mining PLC Executive Chairman
1935
Ray Ridge +61 (8) 7324 Thor Mining PLC CFO/Company Secretary
1935
Samantha Harrison/ +44 (0) 207 383 Grant Thornton Nominated Adviser
Niall McDonald 5100 UK LLP
Nick Emerson +44 (0) 1483 SI Capital Ltd Broker
413 500
Updates on the C o m pan y 's activities are regular ly p o sted
on Thor's we bsite w w w.th o r m i n i ng .c o m , which includes
a facility to regi ster to receive these updates by email, and on
the Co m pan y's twitter page @ThorMining.
Ab o u t T hor M i n i ng PLC
Thor Mining P LC (AI M, A S X: THR) is a r esources comp any
quoted on the AIM M a rket of the London Stock Exchange and on ASX
in Austr alia.
Thor holds 1 0 0% of the ad v anced Molyhil t ungsten p r oject
in t he No rthe rn T e rr ito ry of Aust r alia, for w hich an
updated feasibility study in August 2018(1) suggest ed attr a ctive
retur ns.
Adjacent Molyhil, at Bonya, Thor holds a 40% interest in
deposits of tungsten, copper, and vanadium, including Inferred
Resource estimates for the White Violet and Samarkand tungsten
deposits and the Bonya copper deposit (2).
Thor a lso holds 1 0 0% of t he Pilot Mountain tungst en p
roject in Nevada U SA which has a JORC 20 12 Indicated and Inferred
Res o u rces Estimate (3) on 2 of the 4 k nown 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 holds a 25% in ter est Aust r alian copper d evelopment
company EnviroCopper Limited (with rights to increase its interest
to 30%). EnviroCopper Limited holds:
-- r ights to earn up to a 7 5% interest in the mineral rights
and claims over the resource on the p o r tion of the historic
Kapunda copper mi ne in South Aust r alia considered recover able
by way of in situ recove ry; and
-- rights to earn up to 75% of the Moonta copper project, also
in South Australia comprising the northern portion of exploration
licence EL5984 and includes a resource estimate for several
deposits considered recover able by way of in situ recove ry .
N ot e s
(1) Refer ASX and AIM an n o u ncement of 23 August 2 0 18
(2) Refer ASX and AIM an n o u ncements of 26 November 2 0 18 and 29 January 2020
(3) Refer AIM ann o un cement of 13 December 2018 and ASX ann o
unce ment of 14 December 2018
Refer AIM a nn o un c e m e nt of 10 F e b r u ary 2 0 18 a nd
ASX ann o uncement of 12 February 2 0 18
Refer ASX and AIM an n o u ncement of 15 August 2 0 19
2020 ANNUAL REPORT
REVIEW OF OPERATIONS AND STRATEGIC REPORT
Copper Investment
Thor holds a 25% interest after converting a convertible note
subsequent to the year end, with rights to increase that interest
to 30% of 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 (ISR). Thor also holds rights to earn a 75%
interest in portion of the Moonta Copper project also in South
Australia, and is considered amenable to recovery by way of ISR
.
EnviroCopper Limited was awarded a grant in 2018 of
A$2.85million from the Australian government earmarked for costs in
respect of demonstration of an Insitu Recovery (ISR) process at
Kapunda. This grant has covered a very substantial portion of
feasibility study funding requirements for the project, and is
expected to continue to cover a substantial portion of the funding
requirement through much of 2021.
Kapunda Copper
During the year EnviroCopper Limited successfully conducted
field pump tests demonstrating; flow of fluid through the deposit,
and suitable aquifer properties for ISR production. In addition, a
program of lixiviant testing, designed for selection of appropriate
product to dissolve contained metal in the Kapunda deposit
demonstrated good recoveries of copper. A further set of testwork
also successfully demonstrated potential to produce copper via a
variety of steps, and with a variety of final products, all of
which have commercial markets.
Gold at Kapunda
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 gold assays, with a historical intersection of 95.1
metres @ 3.06g/t gold (refer AIM and ASX announcements of 3 April
2019). Lixiviants used to dissolve the copper for subsequent
extraction, have also successfully dissolved gold contained in
material hosted in the Kapunda deposit. EnviroCopper have scheduled
a drilling program to further test the gold resource potential
during the second half of calendar 2020.
During the next stage of work on this project, EnviroCopper
Limited will conduct Site Environmental Recovery Trials to further
evaluate technical and commercial parameters for copper and gold
recovery, and will also drill sections of the deposit to follow up
the gold potential.
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 wide 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 0.17% - 0.26% copper.
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.
Adjacent to Molyhil, the Bonya tenements, in which Thor holds a
40% interest, host outcropping tungsten/copper resources, a copper
resource and a vanadium deposit.
In October 2019, a drilling program was conducted by the joint
venture parties at Bonya, comprising eleven holes at the White
Violet deposit, and a further eight holes at Samarkand (refer AIM
and ASX announcements of 26 November 2019), with best results shown
below:
Highlights from White Violet include;
-- 23m @ 0.58% WO(3) from surface, including 6m at 1.7% WO(3) from surface ; hole 19RC035
-- 8m @ 0.74% WO(3) from 65m, including 2m at 2.48% WO(3) from 69m ; hole 19RC037
-- 1m @ 0.70% WO(3) from 42m; and 1m at 2.32% WO(3) from 50m; hole 19RC042
-- 3m @ 1.02% WO(3) from 22m, including 1m at 2.64% WO(3) from 22m ; hole 19RC039
Highlights from Samarkand include;
-- 1m @ 0.79% WO(3) from 12m; hole 19RC044
-- 7m @ 0.28% WO(3) from 43m, and 9m @ 1.1% Cu from 45m, plus 2m
@ 2.17% WO(3) and 0.78% Cu from 78m; hole 19RC046
-- 1m @ 2.07% WO(3) from 18m; hole 19RC048
Following receipt of these results, Thor released a maiden
resource estimate for each of the White Violet and Samarkand
deposits in January 2020.
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.
Gold & Nickel (Ragged Range - Pilbara WA)
The 100% owned Ragged Range project is located 40 kilometres
west of Nullagine in the Pilbara region of Western Australia. The
project was acquired early in 2019, and we have since carried out
two sampling programs, the results of which have elevated this
project to priority status within the Thor portfolio.
Uranium and Vanadium Project - Colorado & Utah, United
States
In June 2020, the Company announced, and subsequently has
completed, the acquisition, of American Vanadium Pty Ltd, an
Australian private company holding mineral claims in Colorado and
Utah, USA.
Samples collected during the due diligence returned assays
showing high grade uranium and vanadium vanadium (refer AIM and ASX
announcements of 21 July 2020).
Highlights from samples identified as potentially vanadium
rich:
-- The eight initial assay results averaged 1.0% V(2) O(5) and 0.043% U(3) O(8.)
-- Two outcrop samples from the Rim Rock mine were 1.8% and 2.0% V(2) O(5.)
Highlights from samples identified as potentially uranium
rich:
-- The 13 assay results averaged 0.706% U(3) O(8) and 1.36% V(2) O(5.)
-- Four samples assayed 1.0% U(3) O(8) or greater with a best uranium assay of 1.25% U(3) O(8)
-- Three samples assayed over 2% V(2) O(5) with a best vanadium assay of 3.47% V(2) O(5)
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.
Spring Hill Gold Project - Northern Territory
I n February 2017, Thor completed the sale of the Spring Hill
gold project, retaining a royalty agreement in respect all future
gold production from this project.
Following the end of the financial year, the Company announced
the sale of this royalty entitlement, subject, principally to
approval from the Australian Foreign Investment Review Board
(FIRB). At the date of writing, FIRB approval is still
progressing.
Royalty sale terms are:
-- Total consideration of A$1.0 million,
-- Initial payment of A$400,000, comprising A$50,000 immediate
payment, followed by A$350,000 on completion, including FIRB
approval,
-- First production milestone payment of A$300,000 upon
cumulative sales reaching 25,000 ounces of gold,
-- Second production milestone payment of A$300,000 upon
cumulative sales reaching 50,000 ounces of gold.
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 10
October 2019)
Classification '000 WO(3) Mo Cu Fe
Tonnes
--------
Grade Tonnes Grade Tonnes Grade Tonnes Grade
% % % %
---------------- -------- ----- ------ ----- ------- ----- ------ ------
Indicated 3,780 0.29 11,000 0.14 5,400 0.05 1,800 18.7
Inferred 930 0.25 2,300 0.15 1,400 0.04 300 15.2
-------- ----- ------ ----- ------- ----- ------ ------
Total 4,710 0.28 13,300 0.14 6,800 0.05 2,200 18.0
-------- ----- ------ ----- ------- ----- ------ ------
Notes :
-- Thor Mining PLC holds 100% equity interest in this resource.
-- Mineral Resource reported at 0.12% WO(3) equivalent 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.
Principal risks and uncertainties
The management of the business and the execution of the Group's
strategy are subject to a number of risks. The key business risks
affecting the Group are set out below.
Risks are formally reviewed by the Board, and appropriate
processes are put in place to monitor and mitigate them. If more
than one event occurs, it is possible that the overall effect of
such events would compound the possible adverse effects on the
Group.
Exploration risks
The exploration and mining business is controlled by a number of
global factors, principally supply and demand which in turn is a
key driver of global mineral prices; these factors are beyond the
control of the Group. Exploration is a high-risk business and there
can be no guarantee that any mineralisation discovered will result
in proven and probable reserves or go on to be an operating mine.
At every stage of the exploration process the projects are
rigorously reviewed to determine if the results justify the next
stage of exploration expenditure ensuring that funds are only
applied to high priority targets.
The principal assets of the Group comprising the mineral
exploration licences are subject to certain financial and legal
commitments. If these commitments are not fulfilled the licences
could be revoked. They are also subject to legislation defined by
the Government; if this legislation is changed it could adversely
affect the value of the Group's assets.
Dependence on key personnel
The Group and Company is dependent upon its executive management
team and various technical consultants. Whilst it has entered into
contractual agreements with the aim of securing the services of
these personnel, the retention of their services cannot be
guaranteed. The development and success of the Group depends on its
ability to recruit and retain high quality and experienced staff.
The loss of the service of key personnel or the inability to
attract additional qualified personnel as the Group grows could
have an adverse effect on future business and financial
conditions.
Uninsured risk
The Group, as a participant in exploration and development
programmes, may become subject to liability for hazards that cannot
be insured against or third party claims that exceed the insurance
cover. The Group may also be disrupted by a variety of risks and
hazards that are beyond control, including geological, geotechnical
and seismic factors, environmental hazards, industrial accidents,
occupational and health hazards and weather conditions or other
acts of God.
Funding risk
The only sources of funding currently available to the Group are
through the issue of additional equity capital in the parent
company or through bringing in partners to fund exploration and
development costs. The Company's ability to raise further funds
will depend on the success of the Group's exploration activities
and its investment strategy. The Company may not be successful in
procuring funds on terms which are attractive and, if such funding
is unavailable, the Group may be required to reduce the scope of
its exploration activities or relinquish some of the exploration
licences held for which it may incur fines or penalties.
Financial risks
The Group's operations expose it to a variety of financial risks
that can include market risk (including foreign currency, price and
interest rate risk), credit risk, and liquidity risk. The Group has
a risk management programme in place that seeks to limit the
adverse effects on the financial performance of the Group by
monitoring levels of debt finance and the related finance costs.
The Group does not use derivative financial instruments to manage
interest rate costs and, as such, no hedge accounting is
applied.
COVID-19
The outbreak of the recent global COVID-19 virus has resulted in
business disruption and stock market volatility. The extent of the
effect of the virus, including its long-term impact, remains
uncertain. The Group has implemented extensive business continuity
procedures and contingency arrangements to ensure that they are
able to continue to operate.
Section 172(1) Statement - Promotion of the Company for the
benefit of the members as a whole
The Directors believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
-- Consider the likely consequences of any decision in the long term
-- Act fairly between the members of the Company
-- Maintain a reputation for high standards of business conduct
-- Consider the interests of the Company's employees
-- Foster the Company's relationships with suppliers, customers and others
-- Consider the impact of the Company's operations on the community and the environment
The Company continues to progress with its portfolio of
exploration projects and investments, which are inherently
speculative in nature and, without regular income, is dependent
upon fund-raising for its continued operation. The pre-revenue
nature of the business is important to the understanding of the
Company by its members, employees and suppliers, and the Directors
are as transparent about the cash position and funding requirements
as is allowed under AIM Rules for Companies.
The application of the s172 requirements can be demonstrated in
relation to the some of the key decisions made during the year:
-- Progressing its investment in EnviroCopper Limited towards a
targeted equity investment of 30% ownership. EnviroCopper has an
interest in two projects in South Australia looking to utilise
In-Situ Recovery mining which is an environmentally low impact
alternative to recover copper and gold deposits.
-- Expanding the portfolio of projects and commodities through
the acquisition of American Vanadium Pty Ltd, with subsidiaries
holding tenements in Colorado and Utah, prospective for uranium and
vanadium
-- Advancing an early stage exploration opportunity at the
Company's Ragged Range tenement, in the Pilbara region of Western
Australia, through a successful ground sampling program
-- Extending the known, potentially economic, mineralisation
through further drilling success at Bonya, near the Company's
development ready Molyhil Tungsten and Molybdenum project.
-- Successful capital raising activities during the year to fund the Company's operations
-- Continued assessment of corporate overheads, expenditure levels and wider market conditions
As a mining exploration Company with projects in Australia and
United States of America, the Board takes seriously its ethical
responsibilities to the communities and environment in which it
works. Wherever possible, local communities are engaged in the
geological operations & support functions required for field
operations. The regions in which the Company operates have native
title laws. The Company is respectful of native title rights and
engages proactively with local communities. In addition, we are
careful to manage the environmental obligations of our work, and in
particular undertake site rehabilitation programmes, and prepare
mine management plans, in accordance with local laws and
regulations. Our goal is to meet or exceed standards, in order to
ensure we maintain our social licence to operate from the
communities with which we interact.
We abide by the local, including relevant UK and Australian laws
on anti-corruption & bribery.
The interests of our employees are a primary consideration for
the Board. Personal development opportunities are supported and
health and safety are central to planning for field
expeditions.
Other information
Other information that is usually found in the Strategic report
has been included in the Directors report.
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 2020.
Review of Operations
The net result of operations for the year was a loss of
GBP922,000 (2019 loss: GBP735,000).
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
and was a director of ASX listed company Southern Gold Limited
(retired 30 November 2018).
Mark Potter - Non-Executive Director (appointed 27 August
2019)
Mr Potter 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 Non-Executive Chairman of Artemis
Resources Limited and 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.
Mark McGeough - Non-Executive Director (appointed 4 August
2020)
Mr McGeough is an experienced geologist who has spent nearly 40
years in Australia exploring for gold, IOCG copper-gold,
silver-lead-zinc and uranium. He was involved in the discovery of
the White Dam gold deposit in South Australia and the Theseus
uranium deposit in WA.
Mark's career includes a variety of small, mid-size and large
mining companies including Chinova Resources, Toro Energy, Xstrata
Copper, Mount Isa Mines and AGIP Australia. For Chinova Resources
Mark combined the role of General Manager Exploration with
technical director roles for subsidiary companies. From 2005 to
2008 Mark was also the Manager of the SA Geological Survey,
promoting the PACE program. Mark is a Fellow of the AusIMM.
Richard Bradey - BSc (App Geol), MSc (Nat Res Man), MAusIMM -
Executive Director
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.
Richard has provided notice of his resignation effective 29
October 2020.
Alastair Middleton - BSc Geol, MSc (MinEx) - Non-Executive
Director (Retired 29 November 2019)
David Edward Thomas - BSc(Eng), ARSM, FIMM, FAusIMM (CPMin) -
Non-Executive Director (Retired 29 November 2019)
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 General Manager Commercial
& Operations at engineering and construction company Parsons
Brinckerhoff. Mr Ridge is company secretary for two other ASX
listed companies.
Stephen F Ronaldson - Joint Company Secretary (UK)
Mr Stephen Ronaldson is the joint company secretary as well as a
partner of the Company's UK solicitors, Druces LLP.
Mr Ronaldson has an MA from Oriel College, Oxford and qualified
as a Solicitor in 1981. During his career Mr Ronaldson has
concentrated on company and commercial fields of practice
undertaking all issues relevant to those types of businesses
including capital 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 four 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 (to
the date of retirement 29 November 2019).
Principal activities and review of the business
The principal activities of the Group are the exploration for
and potential development of tungsten, gold, copper 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.
At the 100% owned Ragged Range Project in the Pilbara region of
Western Australia, Thor has exciting early stage results for which
gold and nickel drilling is planned.
Thor holds mineral claims in the US states of Colorado and Utah
with historical high-grade uranium and vanadium drilling and
production results.
A detailed review of the Group's activities is set out in the
Review of Operations & Strategic Report.
Corona Virus (Covid-19) Impact
The impact of COVID19 on Thor's operations has caused some
modest business disruption mainly in respect of the following:
-- Ensuring the health and safety of our staff and contractors;
-- Logistical issues surrounding supporting field operations; and
-- Volatility of capital markets and Thor's ability to secure equity capital.
These issues have all been directly addressed. In terms of
health of our staff we have standard practices in place to minimise
the risk of COVID19 contraction or spread: working from home where
appropriate, the use of face masks in public in compliance with
local requirements and ensuring the availability of sanitiser and
social distance in the office environment. Travel to major
population centres is minimised where possible and the company
retains a strict policy of staff staying at home if they feel
unwell.
In respect of logistical issues, there has been some unavoidable
disruption but the Company ahs been able to source local resources
for exploration activities to avoid the need for international
travel and working remotely using digital technology to support in
field operations.
Business Review and future developments
A review of the current and future development of the Group's
business is provided in the Review of Operations & Strategic
Report .
Results and dividends
The Group incurred a loss after taxation of GBP922,000 (2019
loss: GBP735,000). 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.
At this stage, management believe that the management of cash is
the main performance indicator which is monitored.
Events occurring after the reporting period
Subsequent to 30 June 2020, Thor provided notice to EnviroCopper
Limited to convert $600,000 of it's convertible loan to a 25%
interest in EnviroCopper Limited and the right to nominate a Board
representative. Accordingly, the loan receivable from ECR will be
reclassified in the Group's Statement of Financial Position to an
equity accounted investment for future reporting periods.
On 6 July 2020, Thor announced that the Northern Territory
Government had awarded Major Project status to the Molyhil
tungsten/molybdenum project.
On 8 July 2020, following shareholder approval, the Company
completed a capital raise through the issue of the following
securities:
-- 70,000,000 warrants on the basis of one warrant for every two
Ordinary Shares that were issued to placees on 5 June 2020 for
$0.005 per Ordinary Share;
-- 54,000,000 Ordinary Shares issued at $0.005 per Ordinary
Share together with 27,000,000 warrants on the basis of one warrant
for every two Ordinary Shares. (50,000,000 Ordinary Shares were
issued to a significant shareholder, Metal Tiger Plc, and 2,000,000
to each of two Directors participating in the placement, Messrs
Billing and Bradey).
-- 8,000,000 warrants to the broker to the placement.
The Company also issued 1,587,302 Ordinary Shares on 8 July to
two Directors, Messrs Billing and Potter, in lieu of cash payment
for 50% of directors' fees owing for the period 1 January 2020 to
30 June 2020.
On 15 July 2020, Thor announced the sale of its Spring Hill gold
project royalty entitlement to AIM quoted Trident Royalties Plc,
subject to Australian government Foreign Investment Review Board
(FIRB) approval, for total consideration of A$1.0 million. $50,000
cash has been received, a further $350,000 cash is due following
FIRB approval, and the remaining $600,000 is linked to two
production milestones. These two milestone payments, at the
election or Trident, may be made via the issue to Thor of ordinary
shares in Trident.
A new Director, Mark McGeough, was appointed on 4 August 2020,
and Mr Bradey has advised of his resignation as a Director and
Exploration Manager effective 29 October 2020.
On 2 September 2020, Thor announced assays from the latest
stream sediment sampling program substantially exceeded management
expectations at the 100% owned Pilbara Goldfield tenements, to be
called Ragged Range (E46/1262 and E46/1190), in Western Australia.
The stream sediment Bulk Leach Extractable Gold (BLEG) samples were
part of the second phase geochemistry program, now complete,
following up on results from October 2019. Highlights were:
-- Assay results from 2020 detail sampling, support and extend
from two 2019 test sites defining a 3 x 1-kilometre zone of highly
anomalous gold.
-- Sampling results have now defined an overall broader target
zone of 13 x 1 km of highly anomalous gold, demonstrating the
potential to host a significant gold bearing system.
-- Samples defining the 13km gold target zone are from separate
drainage catchments supporting the potential of gold mineralisation
along the entire strike length.
-- Next steps to commence immediately include; further mapping,
stream sediment and soil sampling, and a detailed aeromagnetic
survey.
Thor completed its acquisition of American Vanadium Pty Ltd
(AVU). Through two US subsidiaries, AVU holds a 100% interest in a
Uranium and Vanadium projects in Colorado and Utah. Field sampling
undertaken by Thor during the due diligence period showed assay
results of high grade uranium (up to 1.25% U(3) O(8) ) and vanadium
(up to 3.47% V(2) O(5) ). Consideration for the acquisition
comprises 24,000,000 Ordinary Shares in Thor issued 15 September
2020, and further Ordinary Shares to be issued subject to
achievement of agreed milestones (refer AIM announcement of 9
September and ASX announcement of 10 September).
On 15 September 2020, the Company announced a capital raise of
UKGBP1,065,500 (approximately A$1,875,000) in two tranches:
-- The first tranche was completed on 28 September 2020 with the
issue of 123,750,000 Ordinary Shares at a price of 0.6 pence per
Ordinary Share, for GBP742,500, together with 61,875,000 warrants
on the basis of one warrant for every two Ordinary Shares
subscribed;
-- The second tranche of 53,833,333 shares and 26,926,667
warrants, on the same terms as the first tranche, is expected to be
issued on or around 27 October 2020 subject to shareholder
approval. The second tranche includes participation by Metal Tiger
Plc, a substantial shareholder (25,000,000 Ordinary Shares and
12,500,000 warrants) and two Directors (Mr Billing 2,500,000
Ordinary Shares and 1,250,000 warrants, and Mr McGeough 833,000
Ordinary Shares and 416,667 warrants).
On 23 September 2020, the Company issued 9,450,000 Ordinary
Shares as a result of warrants exercised at a price of 0.2 pence
per Ordinary Share.
Also on the 23 September 2020, the Group received A$173,717 from
the Australian Government for its research and development tax
incentive claim related to eligible expenditure incurred in the
year ended 30 June 2020.
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 25 September 2020, 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 15/09/2020 146,550,000 11.2
Mr Paul Johnson 15/09/2020 57,415,140 4.4
Mr Michael Billing 15/09/2020 48,994,725 3.8
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 25
September 2020.
In addition to the above holdings, all three of the above three
substantial shareholders are to participate in a capital raise
announced 15 September 2020. Mr Johnson participated in tranche 1
completed on 28 September being issued with 4,166,667 Ordinary
Shares and 2,083,333 warrants. Metal Tiger Plc and Mr Billing are
to participate in a second tranche, subject to shareholder approval
at a General Meeting expected to be held on or around 20 October
2020. Metal Tiger Plc have subscribed for 25,000,000 Ordinary
Shares and 12,500,000 warrants and Mr Billing has subscribed for
2,500,000 Ordinary Shares and 1,250,000 warrants. Refer ASX and AIM
announcements of 15 September 2020.
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 2020
or their date of resignation if prior to 30 June 2020, were
follows:
Ordinary Shares/CDIs Unlisted Options
30 June 2020 30 June 2019 30 June 2020 30 June 2019
Michael Billing 45,407,423 32,407,423 4,500,000 14,500,000
Richard Bradey 31,792 31,792 8,000,000 9,500,000
Mark Potter - - - -
David Thomas 9,410,970 9,410,970 5,500,000 9,500,000
Alastair Middleton 250,000 250,000 5,500,000 5,500,000
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 are paid the GBP
equivalent of A$40,000 at an agreed average foreign exchange rate,
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.
2020 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 129 2 131 131 - - 131
Mark Potter(4) 21 - 21 21 - - 21
Richard Bradey(3) 102 10 112 112 - - 112
David Thomas(2) 14 1 15 15 - - 15
Alastair
Middleton(2) 11 - 11 11 - - 11
Key Personnel
(1)
Ray Ridge 40 - 40 40 - - 40
2020 Total 317 13 330 330 - - 330
------- --------------- --------- ---------- ------------ ------------------- ----------
(1) As at 30 June 2020 amounts of GBP101,692, GBP5,329 and
GBP13,406, remained unpaid to Messrs Billing, Potter and Ridge
respectively.
(2) Retired 29 November 2019.
(3) Mr Bradey receives a salary as an executive of the Company
and does not receive any additional fees as a Director.
(4) Appointed 27 August 2019
(5) Messrs Billing and Potter elected to receive 50% of their
directors' fees for the 6 months to 30 June 2020 by Thor shares in
lieu of cash payment. Following shareholder approval on 7 July
2020, 1,587,302 ordinary shares were issued on 9 July 2020, to each
of Messrs Billing and Potter in lieu of $10,000 in directors fees
owing to each.
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.
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:
2020 Meetings held whilst in Office Meetings attended
Michael Billing 12 12
Richard Bradey 12 12
Mark Potter (appointed 27 August 2019) 10 10
David Thomas (retired 27 November 2019) 4 4
Alastair Middleton (retired 27 November 2019) 4 4
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 Australian Company
Secretary, fulfils the functions of an Audit Committee and is
responsible for ensuring that the financial performance of the
Group is properly monitored and reported.
-- in this regard, the Board is guided by a formal Audit
Committee Charter which is available on the Company's website at
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
On 23 September 2020, Thor announced that it had changed its
auditor, following the receipt of a resignation letter from the
Company's incumbent auditor, Chapman Davis LLP. Thor appointed PKF
Littlejohn LLP to complete the audit for the year ended 30 June
2020. The appointment of an auditor for the year ended 30 June 2021
will be considered at the Company's next Annual General Meeting
expected to be held late November 2020.
The resignation letter received from Chapman Davis LLP noted "no
circumstances connected with our resignation which we consider
should be brought to the notice of the members or creditors of the
Company" under section 519 of the Companies Act 2006.
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 2020. The Directors have prepared cash flow
forecasts for the period ending 30 September 2021 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
The Directors are responsible for preparing the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under the law the directors
have prepared financial statements in accordance with International
Financial Reporting Standards ('IFRS') as adopted by the European
Union. Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the company and of
the income statement of the company for that year 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 they have been prepared in accordance with
IFRSs as adopted by the European Union, 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 confirm that they have complied with the above
requirements in preparing the financial statements.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Electronic communication
The maintenance and integrity of the Company's website is the
responsibility of the Directors: the work carried out by the
auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were
initially presented on the website.
The Company's website is maintained in accordance with AIM Rule
26.
Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from
legislation in other jurisdictions.
This report was approved by the Board on 30 September 2020.
Michael Billing Ray Ridge
Executive Chairman Chief Financial Officer
Independent 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 2020 which comprise the Consolidated and Parent
Company Statements of Comprehensive Income, the Consolidated and
Parent Company Statements of Financial Position, the Consolidated
and Parent Company Statements of Cash Flows , the Consolidated and
Parent Company Statements of Changes in Equity and notes to the
financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied
in their preparation 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 2020 and of the group's
loss for the year then ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1(c) in the financial statements which
identifies conditions that may cast doubt on the group's ability to
continue as a going concern. The group incurred a net loss of
GBP921,000 and had operating cash outflows of GBP851,000 in the
year. It is not expected to generate any revenue or positive
inflows from operations in the 12 months from the date on which
these financial statements are approved.
The group has cash resources of GBP233,000 as at the year-end.
Management indicate that based on the current expenditure levels,
all current cash resources will be used prior to the 12 months
period from the date on which these financial statements are
approved..
The financial statements have been prepared on the going concern
basis. The ability of the group, as showcased above, to meet its
operational objectives is dependent on its ability to raise
additional funds in the next 12 months.
As stated in note 1(c) these events or conditions along with
other matters elsewhere indicate that a material uncertainty exists
that may cast significant doubt on the ability of the group and
parent company to continue as a going concern.
Our opinion is not modified in this respect.
Our application of materiality
The scope of our audit was influenced by our application of
materiality. The quantitative and qualitative thresholds for
materiality determine the scope of our audit and the nature, timing
and extent of our audit procedures. The materiality applied to the
financial statements as a whole was set as follows:
2019 Basis for materiality
Group GBP130,000 1% of gross assets
----------- ----------------------
Parent GBP129,900 1% of gross assets
Company
----------- ----------------------
In our professional judgement, we consider gross assets to be to
be one of the principal benchmarks within the financial statements
relevant to members of the group in assessing financial position
and performance.
Whilst materiality for the group financial statements as a whole
was GBP130,000 each significant component of the group was audited
to a level of materiality ranging between GBP30,200 -
GBP129,900.
We agreed with the audit committee that we would report all
individual audit differences identified during the course of our
audit in excess of GBP6,500, in addition to other audit
misstatements below that threshold that we believe warrant
reporting on qualitative grounds.
An overview of the scope of our audit
In designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements. In
particular we looked at areas involving significant accounting
estimates and judgements by the Directors and considered future
events that are inherently uncertain. As in all of our audits, we
also addressed the risk of management override of internal
controls, including among other matters consideration of whether
there was evidence of bias that represented a risk of material
misstatement due to fraud.
Each component was assessed as to whether they were significant
or not significant to the group by either their size or risk. The
parent Company and three components were considered to be
significant due to identified risk and size. These components have
been subject to full scope audit by a component auditor and
reviewed by us. A limited scope review was performed on a component
assessed as material and the remaining components were subject to
analytical review only because they were not material to the
group.
Of the 10 reporting components of the group, 4 are located in
The United States of America and 5 components are located in
Australia, all of which are audited by a component auditor under
our instruction. The parent company audit was principally performed
in London, conducted by PKF Littlejohn LLP using a team with
specific experience of auditing mining exploration entities and
publicly listed entities. The Senior Statutory Auditor interacted
regularly with the component audit teams during all stages of the
audit and was responsible for the scope and direction of the audit
process. This, in conjunction with additional procedures performed,
gave us sufficient and appropriate audit evidence to support the
audit opinion of the group and parent company financial
statements.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. 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. In addition to
the matter described in the Material Uncertainty Related to Going
Concern section we have determined the matters described below to
be the key audit matters to be communicated in our report.
Carrying value of intangible How the scope of our audit responded
assets (refer Note 7) to the key audit matter
The group holds exploration and We have obtained and reviewed the
evaluation assets with a carrying Directors impairment review of intangible
value of GBP12,252,000 which assets which considered the areas
relate to the Molyhill Mine and listed as indicators of impairment
Bonya tenements in Australia under IFRS 6. Our work included the
and Pilot Mt. project in The following:
United States of America. Intangible
assets represent c. 98% of the -- Obtaining the impairment assessment
group's total assets. prepared by management and reviewing
for reasonableness;
The carrying value and recoverability -- Obtaining the current exploration
of these assets are tested annually licences and ensuring that they remain
for impairment. The estimated valid;
recoverable amount of this balance -- Making enquiries of management
is subjective due to the inherent over the future plans for each license
uncertainty involved in the assessment including obtaining cashflow projections
of exploration projects. where necessary and corroborating
to minimum spend requirements attached
to licences;
-- Reviewing the indicators of impairment
listed in IFRS 6;
-- Reviewing the working papers
and reporting deliverables of component
auditors;
-- Reviewing the exploration and
evaluation expenditures to assess
their eligibility for capitalisation
under IFRS 6 by corroborating to
the original source documentation;
and
-- Reviewing the disclosures presented
in the financial statements to ensure
they are in line with the relevant
accounting standard.
------------------------------------------------------------
Net investments in subsidiaries, How the scope of our audit responded
including in intercompany receivables to the key audit matter
(refer note 8)
------------------------------------------------------------
The parent company's net investment We have obtained and reviewed the
in subsidiaries is GBP 12,540,000. Directors impairment review of the
carrying value of the parent company's
The carrying value of the net net investment in the subsidiaries.
investment in subsidiaries is Our work included:
ultimately dependent on the value * Reviewing the impairment indicators listed in IFRS 6
of the underlying assets. Many including specific consideration regarding the
of the underlying assets are renewal of the exploration licenses;
exploration projects which are
at an early stage of exploration,
making it difficult to determine * Obtaining and reviewing available key external
their value. Valuations for these reports;
sites are therefore based on
judgments and estimates made
by the Directors - which leads * Reviewing the audit working papers of certain
to a risk of misstatement. components to assess impairment considerations of
exploration assets made by their auditors; and
* Discussing with management the basis for impairment
or non-impairment of investment in subsidiaries and
loans receivable from subsidiaries.
------------------------------------------------------------
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The Directors are responsible for the
other information. Our opinion on the group and parent company
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. 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 period for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the Directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the Directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors'
Responsibilities, the Directors are responsible for the preparation
of the group and parent company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements,
the Directors are responsible for assessing the group'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) 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:
http://www.frc.org.uk/auditorsresponsibilities . This description
forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Zahir Khaki (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor London E14 4HD
Statements of Comprehensive Income for the year ended 30 June
2020
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
Administrative expenses (123) (91) (173) (139)
Corporate expenses (663) (601) (339) (271)
Share based payments expense (48) (22) (12) (22)
Realised gain on financial assets 6 (1) 5 -
Exploration expenses (25) (21) - -
Net impairment of subsidiary loans - - (176) (403)
Net impairment of investments - - (49) -
Write off/Impairment of exploration
assets 7 (59) (28) - -
Operating Loss 3 (912) (764) (744) (835)
Interest Received 2 12 - -
Interest paid (4) - - -
Loss on Revaluation of Investments 8b (17) - - -
Loss on Sale of Investments 8b (29) - (8) -
Sundry Income 38 17 - -
Loss before Taxation (922) (735) (752) (835)
Taxation 5 - - - -
Loss for the year attributable to
the equity holders (922) (735) (752) (835)
------- ------- -------- --------
Other comprehensive income:
Items that may be subsequently reclassified
to profit or loss:
Exchange differences on translating
foreign operations 160 (100) - -
Other comprehensive income for the
period, net of income tax 160 (100) - -
------- ------- -------- --------
Loss for the year and total comprehensive
loss attributable to the equity holders (762) (835) (752) (835)
======= ======= ======== ========
Basic & diluted attributable to the
equity holders 6 (0.09)p (0.10)p
The accompanying notes form an integral part of these financial
statements.
Statements of Financial Position at 30 June 2020 Co No:
05276414
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
ASSETS
Non-current assets
Intangible assets - deferred exploration
costs 7 12, 252 11,688 - -
Investment in subsidiaries 8a - - 1,157 1,206
Financial assets at fair value through
profit or loss 8b - 103 - 103
Loans to subsidiaries 8c - - 11,383 11,252
Financial assets at fair value through
profit or loss 8d 391 332 - -
Deposits to support performance bonds 9 42 42 - -
Right of use asset 10 41 - - -
Plant and equipment 11 7 14 - -
Total non-current assets 12,733 12,179 12,540 12,561
-------- -------- ----------- -----------
Current assets
Cash and cash equivalents 233 523 229 56
Trade receivables & other assets 12 43 64 29 14
Total current assets 276 587 258 70
-------- -------- ----------- -----------
Total assets 13,009 12,766 12,798 12,631
-------- -------- ----------- -----------
LIABILITIES
Current liabilities
Trade and other payables 13 (307) (245) (39) (12)
Employee annual leave provision (54) (45) - -
Lease Liability 14 (31) - - -
-------- -------- ----------- -----------
Total current liabilities (392) (290) (39) (12)
-------- -------- ----------- -----------
Non Current Liabilities
Lease Liability 14 (11) - - -
Total non-current liabilities (11) - - -
-------- -------- ----------- -----------
Total liabilities (403) (290) (39) (12)
-------- -------- ----------- -----------
Net assets 12,606 12,476 12,759 12,619
======== ======== =========== ===========
Equity
Issued share capital 15 3,733 3,692 3,733 3,692
Share premium 22,288 21,449 22,288 21,449
Foreign exchange reserve 2,244 2,084 - -
Merger reserve 405 405 405 405
Share based payments reserve 16 275 359 275 359
Retained losses (16,339) (15,513) (13,942) (13,286)
-------- -------- ----------- -----------
Total shareholders equity 12,606 12,476 12,759 12,619
======== ======== =========== ===========
The accompanying notes form part of these financial statements.
These Financial Statements were approved by the Board of Directors
on 30 September 2020 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 2020
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
Cash flows from operating activities
Operating Loss (912) (764) (744) (835)
Sundry income 38 17 - -
Decrease/(increase) in trade and other
receivables 19 (8) (15) 10
(Decrease)/increase in trade and other
payables 44 (12) 27 (13)
Increase in provisions 9 (4) - -
Depreciation 37 8 - -
Exploration expenditure written off 59 28 - -
Impairment subsidiary loans - - 176 403
Impairment investments in subsidiaries - - 49 -
Share based payment expense 48 22 12 22
Exclusivity fee paid in shares 27 - 27 -
Net cash outflow from operating activities (631) (713) (468) (413)
------- ------- ------- -------
Cash flows from investing activities
Interest received 2 17 - -
Interest paid (4) - - -
Expenditure on refundable performance
bonds - (22) - -
Cash acquired in purchase of subsidiaries - 41 - -
R&D Grants for exploration expenditure 124 - - -
Payments for exploration expenditure (570) (876) - -
Loan advanced (convertible note) (56) (221) - -
Loans to controlled entities - - (174) (943)
Proceeds from sale of investments 56 - - -
Net cash in/(out)flow from investing
activities (448) (1,061) (174) (943)
------- ------- ------- -------
Cash flows from financing activities
Finance lease repaid (30) (10) - -
Net issue of ordinary share capital 815 949 815 949
------- ------- ------- -------
Net cash inflow from financing activities 785 939 815 949
------- ------- ------- -------
Net increase in cash and cash equivalents (294) (835) 173 (407)
Non cash exchange changes 4 (16) - -
Cash and cash equivalents at beginning
of period 523 1,374 56 463
------- ------- ------- -------
Cash and cash equivalents at end of period 233 523 229 56
======= ======= ======= =======
Statements of Changes in Equity For the year ended 30 June
2020
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
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 12,476
============ ============= ============ ============ ============= ============ =======
Balance at 1 July
2019 3,692 21,449 (15,513) 2,084 405 359 12,476
Loss for the
period - - (922) - - - (922)
Foreign currency
translation
reserve - - - 160 - - 160
------------ ------------- ------------ ------------ ------------- ------------ -------
Total
comprehensive
(loss) for the
period - - (922) 160 - - (762)
------------ ------------- ------------ ------------ ------------- ------------ -------
Transactions with owners in their capacity as owners
Shares issued 41 915 - - - - 956
Cost of shares
issued - (76) - - - - (76)
Options
exercised/lapsed - - 96 - - (96) -
Options issued - - - - 12 12
------------ ------------- ------------ ------------ ------------- ------------ -------
At 30 June 2020 3,733 22,288 (16,339) 2,244 405 275 12,606
============ ============= ============ ============ ============= ============ =======
Company
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
============ ============= ============ ============ ============= ============ =======
Balance at 1 July
2019 3,692 21,449 (13,286) - 405 359 12,619
Loss for the
period - - (752) - - - (752)
------------ ------------- ------------ ------------ ------------- ------------ -------
Total
comprehensive
(loss) for the
period - - (752) - - - (752)
------------ ------------- ------------ ------------ ------------- ------------ -------
Transactions with owners in their capacity as owners
Shares issued 41 915 - - - - 956
Cost of shares
issued - (76) - - - - (76)
Options
exercised/lapsed - - 96 - - (96) -
Options issued - - - - - 12 12
------------ ------------- ------------ ------------ ------------- ------------ -------
At 30 June 2020 3,733 22,288 (13,942) - 405 275 12,759
============ ============= ============ ============ ============= ============ =======
Notes to the Accounts for the year ended 30 June 2020
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year
ended 30 June 2020 were authorised for issue by the Board on 30
September 2020 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 and Parent Company financial statements have been
prepared in accordance with International Financial Reporting
Standards as adopted by the European Union ("IFRS") and with those
parts of the Companies Act 2006 applicable to companies reporting
under IFRS. 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
GBP922,000 during the period ended 30 June 2020, and had a net cash
outflow of GBP1,079,000 from operating and investing activities.
The consolidated entity continues to be reliant upon capital
raisings for continued operations and the provision of working
capital.
The Group's cash flow forecast for the 12 months ending 30
September 2021, highlight the fact that the Company is expected to
continue to generate negative cash flow over that period, inclusive
of the discretionary exploration spend. The Board of Directors, are
of the view that the injection of funds into the Group during the
next 12 months (refer Note 21), and are confident that any further
necessary funds will be raised in order for the Group to remain
cash positive for the whole period. If additional capital is not
obtained, the going concern basis may not be appropriate, with the
result that the Group may have to realise its assets and extinguish
its liabilities, other than in the ordinary course of business and
at amounts different from those stated in the financial report.
For the above detailed reasons, the Directors believe there is a
material uncertainty over the Company's status as a going concern.
However, the Directors have a reasonable expectation that the
Company will be able to raise sufficient funding to allow it to
cover its working capital for a period of twelve months from the
date of approval of the financial statements. It is for this reason
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 Group applies the acquisition method of accounting to
account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners
of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred unless they
result from the issuance of shares, in which case they are offset
against the premium on those shares within equity.
The financial statements of subsidiaries are prepared for the
same reporting period as the parent company, using consistent
accounting policies.
All intercompany balances and transactions have been eliminated
in full.
e) Intangible assets - deferred exploration costs
Exploration, evaluation and development expenditure incurred is
accumulated in respect of each identifiable area of interest. These
costs are only carried forward to the extent that they are expected
to be recouped through the successful development of the area or
where activities in the area have not yet reached a stage which
permits reasonable assessment of the existence of economically
recoverable reserves.
Exploration, evaluation and development expenditure are not
amortised, as all areas of interest remain in the pre-production
phase.
Accumulated costs in relation to an abandoned area are written
off in full against the income statement in the year in which the
decision to abandon the area is made.
A review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to
that area of interest.
Restoration, rehabilitation and environmental costs necessitated
by exploration and evaluation activities are expensed as incurred
and treated as exploration and evaluation expenditure.
Exploration and evaluation assets recorded at fair-value on
acquisition
Exploration assets which are acquired are recognised at fair
value. When an acquisition of an entity whose only significant
assets are its exploration asset and/or rights to explore, the
Directors consider that the fair value of the exploration assets is
equal to the consideration. Any excess of the consideration over
the capitalised exploration asset is attributed to the fair value
of the exploration asset.
f) Interest Revenue
Interest revenue is recognised as it accrues using the effective
interest rate method.
g) Deferred taxation
Deferred income tax is provided on all temporary differences at
the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes.
Deferred income tax assets are recognised for all deductible
temporary differences, carry-forward of unused tax assets and
unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary
differences and the carry-forward of unused tax credits and unused
tax losses can be utilised.
Unrecognised deferred income tax assets are reassessed at each
balance sheet date and are recognised to the extent that it has
become probable that future taxable profit will allow the deferred
tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the
Balance Sheet date.
The amount of any claim received during the year from the
Australian Government for eligible exploration expenditure claimed
as a Research & Development Tax Incentive is treated as an
offset or reduction of the deferred exploration costs. The amounts
received in the year ended 30 June 2020 was A$221,296 (GBP123,616)
(2019: nil).
h) Financial liabilities
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case
of loans and borrowings and payables, net of directly attributable
transaction costs.
Subsequent measurement
After initial recognition, trade and other payables are
subsequently measured at amortised cost using the EIR method. Gains
and losses are recognised in the statement of profit or loss and
other comprehensive income when the liabilities are derecognised,
as well as through the EIR amortisation process.
Derecognition
A financial liability is derecognised when the associated
obligation is discharged or cancelled or expires.
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 service providers, in the form of share options. For further
information refer to Note 16.
The cost of equity-settled transactions is measured by reference
to the fair value of the services provided. If a reliable estimate
cannot be made, the fair value of the Options granted is based on
the Black-Scholes model.
In valuing equity-settled transactions, no account is taken of
any performance conditions, other than conditions linked to the
price of the shares of Thor 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) 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.
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) Financial assets
Loans and Receivables
Classification and receivables are non-derivative financial
assets with fixed or determinable payments that are not quoted in
an instrument level.
The Group's and Company's business model for managing financial
assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling
the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are
classified in four categories:
-- financial assets at amortised cost (debt instruments);
-- financial assets at fair value through OCI with recycling of
cumulative gains and losses (debt instruments);
-- financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition (equity
instruments); and
-- financial assets at fair value through profit or loss.
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group and Company. The
Group and Company measure financial assets at amortised cost if
both of the following conditions are met:
-- the financial asset is held within a business model with the
objective to hold financial assets in order to collect contractual
cash flows; and
-- the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured
using the effective interest rate ("EIR") method and are subject to
impairment. Interest received is recognised as part of finance
income in the statement of profit or loss and other comprehensive
income. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired. The Group's and
Company's financial assets at amortised cost include trade and
other receivables (not subject to provisional pricing) and cash and
cash equivalents.
Financial assets at fair value through profit or loss
The group classifies the following financial assets at fair
value through profit or loss (FVPL):
-- debt instruments that do not qualify for measurement at
either amortised cost (see Note 8(d)) or FVOCI.
Derecognition
A financial asset is primarily derecognised when:
-- the rights to receive cash flows from the asset have expired; or
-- the Group and Company have transferred their rights to
receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a
third party under a 'pass-through' arrangement; and either (a) the
Group and Company have transferred substantially all the risks and
rewards of the asset, or (b) the Group and Company have neither
transferred nor retained substantially all the risks and rewards of
the asset, but has transferred control of the asset.
Trade receivables, which generally have 30 day terms, are
recognised and carried at original invoice amount less an allowance
for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective
evidence that the Group will not be able to collect the debts. Bad
debts are written off when identified.
n) Investments
Investments in subsidiary undertakings are stated at cost less
any provision for impairment in value, prior to their elimination
on consolidation.
Investments in associates are initially recognised at cost and
subsequently accounted for using the equity method "Equity
accounted investments". Any goodwill or fair value adjustment
attributable to the Group's share in the associate is not
recognised separately and is included in the amount recognised as
investment in associate. The carrying amount of the investment in
associates is increased or decreased to recognise the Group's share
of the profit or loss and other comprehensive income of the
associate, adjusted where necessary to ensure consistency with the
accounting policies of the Group. Unrealised gains and losses on
transactions between the Group and its associates are eliminated to
the extent of the Group's interest in those entities. Where
unrealised losses are eliminated, the underlying asset is also
tested for impairment.
o) Merger reserve
The difference between the fair value of an acquisition and the
nominal value of the shares allotted in a share exchange have been
credited to a merger reserve account, in accordance with the merger
relief provisions of the Companies Act 2006 and accordingly no
share premium for such transactions is set-up. Where the assets
acquired are impaired, the merger reserve value is reversed to
retained earnings to the extent of the impairment.
p) Property, plant and equipment
Plant and equipment are stated at cost less accumulated
depreciation and any accumulated impairment losses. Land is
measured at fair value less any impairment losses recognised after
the date of revaluation.
Depreciation is provided on all tangible assets to write off the
cost less estimated residual value of each asset over its expected
useful economic life on a straight-line basis at the following
annual rates:
Land (including option costs) - Nil
Plant and Equipment - between 5% and 25%
All assets are subject to annual impairment reviews.
q) Impairment of assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset's recoverable amount. An
asset's recoverable amount is the higher of its fair value less
costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or Groups
of assets and the asset's value in use cannot be estimated to be
close to its fair value. In such cases the asset is tested for
impairment as part of the cash-generating unit to which it belongs.
When the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset or cash-generating unit
is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses relating to
continuing operations are recognised in those expense categories
consistent with the function of the impaired asset unless the asset
is carried at its revalued amount (in which case the impairment
loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether
there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset's
recoverable amount since the last impairment loss was recognised.
If that is the case the carrying amount of the asset is increased
to its recoverable amount.
That increased amount cannot exceed the carrying amount that
would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such reversal is
recognised in the Income Statement unless the asset is carried at
its revalued amount, in which case the reversal is treated as a
revaluation increase. After such a reversal the depreciation charge
is adjusted in future periods to allocate the asset's revised
carrying amount, less any residual value, on a systematic basis
over its remaining useful life.
r) Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be
reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any
provision is presented in the Income Statement net of any
reimbursement.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects the risks
specific to the liability.
s) Loss per share
Basic loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted to exclude any
costs of servicing equity (other than dividends) and preference
share dividends, divided by the weighted average number of ordinary
shares, adjusted for any bonus element.
Diluted loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted for:
-- costs of servicing equity (other than dividends) and preference share dividends;
-- the after tax effect of dividends and interest associated
with dilutive potential ordinary shares that have been recognised
as expenses; and
-- other non-discretionary changes in revenues or expenses
during the period that would result from the dilution of potential
ordinary shares;
divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus
element.
t) Share based payments reserve
This reserve is used to record the value of equity benefits
provided to employees, consultants and directors as part of their
remuneration and provided to consultants and advisors hired by the
Group from time to time as part of the consideration paid. The
reserve is reduced by the value of equity benefits which have
lapsed during the year.
u) Foreign currency translation reserve
The foreign currency translation reserve is used to record
exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
v) Leased assets (comparative period ended 30 June 2019 only)
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.
From the 1 July 2019, the Group applied the new accounting
standard IFRS 16: Leases.
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
2019:
-- IFRS 16: Leases
The impact of the adoption of this Standard and the respective
accounting policies is disclosed further below.
This note describes the nature and effect of the adoption of
IFRS 16: Leases on the Group's financial statements and discloses
the new accounting policies that have been applied from 1 July
2019, where they are different to those applied in prior
periods.
The Company as Lessee
At the inception of a contract, the Group assesses if the
contract is a lease or contains a lease. If there is a lease
present, a right-of-use asset and a corresponding lease liability
are recognised by the Group where the Group is a lessee. However,
all contracts that are classified as short-term leases (ie a lease
with a term of 12 months or less) and leases of low-value assets
are recognised as an operating expense on a straight-line basis
over the term of the lease.
Initially the lease liability is measured at the present value
of the lease payments still to be paid at the commencement date.
The lease payments are discounted at the interest rate implicit in
the lease. If this rate cannot be readily determined, the Group
uses the incremental borrowing rate.
Lease payments included in the measurement of the lease
liability are as follows:
-- fixed lease payments less any lease incentives;
-- variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement
date;
-- the amount expected to be payable by the lessee under residual value guarantees;
-- the exercise price of purchase options, if the lessee is
reasonably certain to exercise the options;
-- lease payments under extension options, if the lessee is
reasonably certain to exercise the options; and
-- payments of penalties for terminating the lease, if the lease
term reflects the exercise of an option to terminate the lease.
The right-of-use assets comprise the initial measurement of the
corresponding lease liability, any lease payments made at or before
the commencement date and any initial direct costs. The subsequent
measurement of the right-of-use assets is at cost less accumulated
depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or
useful life of the underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the
cost of the right-of-use asset reflects that the Group anticipates
to exercise a purchase option, the specific asset is depreciated
over the useful life of the underlying asset.
The Company as Lessor
As the Group has no contracts as a lessor, the provisions of
IFRS 16 relating accounting for lease contracts as a lessor are not
applicable.
Initial Application of IFRS 16 Leases
The Group has adopted IFRS 16: Leases retrospectively with the
cumulative effect of initially applying IFRS 16 recognised at 1
July 2019. In accordance with IFRS 16, the comparatives for the
2019 reporting period have not been restated.
The Group has recognised a lease liability and right-of-use
asset for all leases (with the exception of short-term and
low-value leases), where the Group is the lessee.
Lease liabilities are measured at the present value of the
remaining lease payments. The Group's incremental borrowing rate as
at 1 July 2019 was used to discount the lease payments.
The right-of-use assets for the leases have been measured and
recognised in the statement of financial position as at 1 July 2019
at the same amount as the lease liability.
The following practical expedients have been used by the Company
in applying IFRS 16 for the first time:
-- leases that have remaining lease term of less than 12 months
as at 1 July 2019 have been accounted for as short-term leases.
-- the use of hindsight to determine lease terms on contracts
that have options to extend or terminate.
The Company's weighted average incremental borrowing rate on 1
July 2019 applied to the lease liabilities was 4.58%.
x) New standards, amendments and interpretations not yet adopted
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.
y) Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with
IFRS requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the
period. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are regularly evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Items subject to such estimates and assumptions, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial years,
include but are not limited to:
-- Impairment of intangible assets - exploration and evaluation costs (Note 7)
-- Valuation of investments in subsidiaries (Note 8)
-- Recoverability of inter-company loans (Note 12)
-- Share based payment transactions (Note 16)
2. Segmental analysis - Group
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes
strategic decisions.
The Group's operations are located Australia and the United
States of America, with the head office located in the United
Kingdom. The main tangible assets of the Group, cash and cash
equivalents, are held in the United States of America and
Australia. The Board ensures that adequate amounts are transferred
internally to allow all companies to carry out their operational on
a timely basis.
The Directors are of the opinion that the Group is engaged in a
single segment of business being the exploration for commodities.
The Group currently has two geographical reportable segments -
United States of America and Australia.
GBP'000 GBP'000 GBP'000 GBP'000
Head office/
Year ended 30 June 2020 Unallocated Australia United States Consolidated
Revenue
Sundry Income 40 - - 40
Total Segment Expenditure (347) (592) (23) (962)
------------ --------- ------------- ------------
(Loss) from Ordinary Activities
before Income Tax (307) (592) (23) (922
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (307) (592) (23) (922)
------------ --------- ------------- ------------
Assets and Liabilities
Segment assets - 10,081 2,670 12,751
Corporate assets 258 - - 258
------------ --------- ------------- ------------
Total Assets 258 10,081 2,670 13,0009
------------ --------- ------------- ------------
Segment liabilities - (364) - (364)
Corporate liabilities (39) - - (39)
------------ --------- ------------- ------------
Total Liabilities (39) (364) - (403)
------------ --------- ------------- ------------
Net Assets 219 9,717 2,670 12,606
------------ --------- ------------- ------------
2. Revenue and segmental analysis - Group (continued)
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
------------ --------- ------------- ------------
3. Expenses by nature
2020 2019
GBP'000 GBP'000
-------- --------
Items of expenditure not otherwise disclosed
on the Statement of Comprehensive Income:
Depreciation 37 8
Auditors' remuneration - audit services 27 25
Auditors' remuneration - non audit services - -
Directors emoluments - fees and salaries 290 369
Other employee and contractor costs 91 79
Director and employees costed to exploration (143) (227)
American Vanadium due diligence & exclusivity
fee 77 -
Listing costs (ASX, AIM, registry, investor
relations) 248 251
Legal costs 49 31
Auditors' remuneration for audit services above includes
GBP18,000 (2019: GBP17,000) to Chapman Davis LLP for the audit of
the Company and Group. Remuneration to BDO for the audit of the
Australian subsidiaries was GBP8,822 (2019: GBP7,251) .
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 for
services as Directors. In the case of Australian base Directors
this annual fee is 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 four 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 (retired 29
November 2019) at a rate of A$1,500 per day. From December 2019 the
Board agreed to alter the threshold for additional invoicing for
services provided by Directors to services provided in excess of
four days in any calendar month.
Mr Bradey receives an annual full time equivalent 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 2020
(i) Chairman and Chief Executive Officer
Michael Billing Executive Chairman and Chief Executive Officer
(ii) Directors
Richard Bradey Executive Director
Mark Potter Non-executive Director (appointed 27 August
2019)
David Thomas Non-executive Director (Retired 29 November
2019)
Alastair Middleton Non-executive Director (Retired 29 November
2019)
(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.
Paid/Payable Total Salary
in cash Shares & Fees Options Total
30 June 2020 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ ------- ------------ ------- -------
Directors: (1)
Michael Billing(5) 131 - 131 - 131
Mark Potter(4,5) 21 - 21 - 21
Richard Bradey(3) 112 - 112 - 112
David Thomas(2) 15 - 15 - 15
Alastair Middleton(2) 11 - 11 - 8
Key Personnel: (1)
Ray Ridge(1) 40 - 40 - 40
(1) As at 30 June 2020 amounts of GBP101,692, GBP5,329, and
GBP13,406, remained unpaid to Messrs Billing, Potter, and Ridge
respectively.
(2) Retired 29 November 2019.
(3) Mr Bradey receives a salary as an executive of the Company,
and does not receive any additional fees as a Director.
(4) Appointed 27 August 2019.
(5) Messrs Billing and Potter elected to receive 50% of their
directors fees for the 6 months to 30 June 2020 by Thor shares in
lieu of cash payment. Following shareholder approval on 7 July
2020, 1,587,302 ordinary shares were issued on 9 July 2020, to each
of Messrs Billing and Potter in lieu of $10,000 in directors fees
owing to each.
Paid/Payable Total Salary
in cash Shares(2) & Fees Options Total
30 June 2019 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ --------- ------------ ------- -------
Directors: (1)
Michael Billing(2) 148 - 148 - 148
Richard Bradey 131 - 131 - 131
David Thomas 45 - 45 - 45
Alastair Middleton 45 - 45 - 45
Paul Johnson(3) - - - - -
Key Personnel:
Ray Ridge(1) - - 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.
(c) Compensation by category Group
2020 2019
GBP'000 GBP'000
------------ -----------
Key Management Personnel
Short-term 317 400
Share Option charges - -
Post-employment 13 15
330 415
============ ===========
(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 2020.
(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
30/6/19 Options Options Options Vested and
Key Management or appointment Lapsed Lapsed Lapsed Held at exercisable
Personnel date (Note A) (Note B) (Note C) 30/6/20 at 30/6/20
------------------- --------------- ----------- ------------- ----------- ------------ ------------
Michael Billing 14,500,000 (7,000,000) (3,000,000) - 4,500,000 4,500,000
Mark Potter - - - - - -
Richard Bradey 9,500,000 - - (1,500,000) 8,000,000 3,000,000
David Thomas
(1) 9,500,000 (4,000,000) - - 5,500,000 5,500,000
Alastair Middleton
(1) 5,500,000 - - - 5,500,000 5,500,000
(1) Balances held at the date of r etirement (29 November
2019).
Notes:
A. Options lapsed on 26 July 2019. Exercise price was GBP0.0125 per share.
B. Options lapsed 31 March 2020. Exercise price was GBP0.018 per share.
C. Options lapsed 27 June 2020. Exercise price was GBP0.018 per share.
Held at
30/6/18 Options Options Vested and
Key Management or appointment Lapsed Exercised Held at exercisable
Personnel date (Note A) (Note B) 30/6/19 at 30/6/19
------------------- --------------- ----------- ------------- ------------ ---------------
Michael Billing 26,265,040 (8,765,040) (3,000,000) 14,500,000 14,500,000
Richard Bradey 9,500,000 - - 9,500,000 4,500,000
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
Paul Johnson
(1) 26,825,000 - - 26,825,000 26,825,000
(1) Balance held at the date of r esignation (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.
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 2020 2019
GBP'000 GBP'000
------- -------
Consulting
Michael Billing Fees (i) 111 126
Mark Potter Directors Fees (ii) 17 -
Consulting
Mark Potter Fees (ii) 4 -
Consulting
David Thomas Fees (iii) 6 23
(i) The Group used the consulting services of MBB Trading Pty
Ltd a company of which Mr Michael Billing is a shareholder and
Director. Services are provided as Executive Chairman.
(ii) Mark Potter is engaged as a Director, and provides
consulting fees, through Kiran Capital a company of which Mr Mark
Potter is a shareholder and Director.
(iii) The Group used the services of Thomas Family Trust with
whom Mr David Thomas has a contractual relationship (prior to date
of retirement on 29 November 2019).
Amounts were billed based on normal market rates for such
services and were due and payable under normal payment terms. These
amounts paid to related parties of Directors are included as Salary
& Fees in Note 4(b).
5. Taxation - Group
2020 2019
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:
2020 2019
GBP'000 GBP'000
Loss on ordinary activities before tax (922) (735)
------- -------
Effective rate of corporation tax in the UK 24.4% 23.8%
Loss on ordinary activities multiplied by the standard
rate of corporation tax (225) (175)
Effects of:
Future tax benefit not brought to account 225 175
------- -------
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
2020 2019
Loss for the year (GBP 000's) (922) (735)
Weighted average number of Ordinary shares in
issue 990,413,655 714,111,518
Loss per share (pence) - basic (0.09)p (0.10)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
2020 2019
Cost
At 1 July 11,688 10,133
Exploration expenditure 469 879
Acquisitions(1) - 776
Disposals - -
Exchange gain/(loss) 154 (72)
Exploration written off(2) (59) (28)
At 30 June 12,252 11,688
------- -------
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 12,252 11,688
------ ------
In the year ended 30 June 2020 the Directors undertook an
impairment review of the deferred exploration costs, resulting in
an impairment expense of Nil (2019: 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 GBP28,000 write-off
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 16.
o Less GBP41,000 of cash and GBP2,500 other receivables in the
two companies acquired.
(2) Deferred costs of GBP59,000 (2019: GBP28,000) were
written-off, relating to tenements relinquished during the
year.
The Directors undertook an assessment of the following areas and
circumstances that could indicate the existence of impairment:
-- The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
-- No further exploration or evaluation is planned or budgeted for;
-- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
-- Sufficient data exists to indicate that the book value will
not be fully recovered from future development and production.
In the year ended 30 June 2020, the write-down predominantly
related to two Molyhil tenements not required for the Molyhil
project (GBP56,000). The remaining GBP3,000 related to one of the
tenements held by the subsidiary company, Hamersley Metals Pty Ltd,
acquired in the prior year. The tenement was granted
post-acquisition, and was subsequently relinquished as it was not
considered a core part of the acquisition.
In the prior year ended 30 June 2019, the write down related to
one of the Bonya tenements that was peripheral to the acquisition
of those tenements earlier in that year (refer footnote 1
above).
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 tenements in
the Northern Territory of Australia.
(7) Pilbara Goldfields Pty Ltd was acquired on 27 March 2019. The company holds a number
of exploration tenements, in Western Australia.
Messrs Billing and Bradey are Directors of each of the above companies.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
(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 - - 170 170
Less: Impairment provision against investment - - (15) -
Pilbara Goldfields - - 348 348
Less: Impairment provision against investment - - (34) -
- - 1,157 1,206
------------ ------- ------- -------
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
8. Investments (continued)
(b) Investments at cost:
Hawkstone Mining Limited - 103 - 103
- 103 - 103
------- ------- ------- -------
On 7 September 2018, Hawkstone Mining Limited (Hawkstone) (ASX:
HWK) acquired 100% of the shares on issue in US Lithium Pty Ltd, a
company in which Thor had an interest of 6.25% at that time.
Consideration received by Thor as follows:
- 7,421,875 Hawkstone shares received following the acquisition; and
- 7,812,500 Hawkstone shares received on 14 October 2019,
following the declaration of an inferred resource at the Big Sandy
Lithium Project .
During the year ended 30 June 2020, Thor sold 15,234,375
Hawkstone shares for proceeds of GBP56,000, resulting in a loss on
revaluation to market value of GBP17,000 at 31 December 2019
together with a realised loss on the shares sold of GBP29,000, and
a GBP1,000 foreign exchange translation loss.
In the prior year ending 30 June 2019, Thor's investment was
carried at its original cost of the investment in US Lithium Pty
Ltd of GBP103,000, comprised of 7,421,875 Hawkstone shares held by
Thor with a market value at that time of $156,000 (GBP86,000),
together with the contingent right to receive a further 7,812,500
Hawkstone shares. At that time, there was uncertainty with regard
to the contingent right and the Directors felt the book value
represented a reasonable fair value of the shares and contingent
right.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
8. Investments (continued)
(c) Loans to s ubsidiaries:
Molyhil Mining Pty Ltd - - 10,571 10,560
Less: Impairment provision against loan - - (1,783) (1,602)
Hale Energy Limited - - 1,644 1,591
Less: Impairment provision against loan - - (1,253) (1,258)
Black Fire Industrial Minerals Pty Ltd - - 1,035 1,035
Pilot Metals Inc - - 1,101 922
Hamersley Metals - - 7 2
Pilbara Goldfields - - 61 2
- - 11,383 11,252
------- ------- ------- ---------
The loans to subsidiaries are non-interest bearing, unsecured
and are repayable upon reasonable notice having regard to the
financial stability of the company.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
8. Investments (continued)
(d) Loan receivable (convertible note):
Environmental Copper Recovery SA Pty Ltd 391 332 - -
391 332 - -
------- ------- ------- -------
EnviroCopper Limited (EnviroCopper), via its subsidiary
Environmental Copper Recovery SA Pty Ltd (ECR), holds an agreement
to earn, in two stages, up to 75% of the rights over metals which
may be recovered via in-situ recovery (ISR) contained in the
Kapunda deposit, from Australian listed company, Terramin Australia
Limited (ASX: TZN). Another subsidiary of EnviroCopper,
Environmental Metals Recovery Pty Ltd (EMR) has a right to earn up
to a 75% interest in the Moonta Copper Project, which comprises the
northern section of exploration licence EL5984 held by Andromeda
Metals Limited (ASX: ADN).
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 (refer AIM Announcement of 10 February 2018 and ASX
announcement 12 February 2018).
The Moonta Copper Project has an ISR amenable Inferred Resource
Estimate of 114,000 tonnes of contained copper (refer ASX and AIM
announcement of 15 August 2019).
To date Thor has been investing in EnviroCopper's subsidiary ECR
through convertible notes. Convertible notes advanced to ECR to 30
June 2020 total A$700,000 (GBP391,000). This comprises A$600,000
that may be converted into a 25% interest in EnviroCopper and the
first A$100,000 advanced of a total of $400,000 in additional
payments required for an additional 5% interest in EnviroCopper. At
30 June 2020, the carrying value remains classified as a loan
receivable from ECR, in the Group's Statement of Financial
Position, at the lower of cost and net realisable value.
Subsequent to 30 June 2020, Thor formally converted its $600,000
loan to a 25% interest in EnviroCopper and have nominated a
representative to join the Board of EnviroCopper. Accordingly, the
loan receivable from ECR will be reclassified in the Group's
Statement of Financial Position to an equity accounted investment
in Enviro Copper for future reporting periods.
Also subsequent to year end, Thor has advanced a further
$115,000, and is expecting to make the final $185,000 advance in
the coming year ended 30 June 2021, enabling Thor to take its
equity interest in EnviroCopper to 30%.
9. Deposits supporting performance bonds
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
Deposits with banks and Governments 42 42 - -
42 42 - -
------- ------- ------- -------
10. RIGHT OF USE ASSET
The Company's Right of use assets relates to leased office
space.
This lease has a remaining term of 28 months for the date of
initial application of IFRS 16 on 1 July 2019.
Options to extend or terminate
The Company's lease contains no option to extend.
Variable lease payments
The company does not have any variable lease payments.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
(i) IFRS 16 related amounts recognised
in the Statement of Financial Position
Leased building 72 - - -
Less: accumulated depreciation (31) - - -
------- ------- ------- -------
Right of use asset 41 - - -
------- ------- ------- -------
Movements in Carrying Amount
Opening balance - - - -
Recognised on initial application of IFRS16
(previously classified as an operating
lease) 72 - - -
Depreciation expense (30) - - -
------- ------- ------- -------
Foreign exchange translation gain
/ (loss) (1)
------- ------- ------- -------
41 - - -
------- ------- ------- -------
(ii) IFRS 16 related amounts recognised
in the Statement of Comprehensive
Income/(Loss)
Depreciation charge related to right
of use asset (30) - - -
Interest expense on lease liabilities (2) - - -
-
(iii) Total Full Year cash out flows
for leases (30) - - -
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
11. Property, plant and equipment
Plant and Equipment:
At cost 60 60 - -
Accumulated depreciation (53) (46) - -
Total Property, Plant and Equipment 7 14 - -
============ ==== ================
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 14 22 --
Additions - - --
Foreign exchange impact, net - - --
Disposals - - --
Depreciation expense (7) (8) --
At 30 June 7 14 --
=== ===
12. Trade receivables and other assets
Current
Trade and other receivables 21 45 29 14
Prepayments 22 19 - -
43 64 29 14
At 31 December 2019 all trade and other receivables were fully
performing. No ageing analysis is considered necessary as the Group
has no significant trade receivable receivables which would require
such an analysis to be disclosed under the requirements of IFRS
7.
The above trade receivables and other assets are held
predominantly in Australian Dollars.
The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable mentioned above. The
Group does not hold any collateral as security.
13. Current trade and other payables
Trade payables (203) (163) (39) (13)
Other payables (104) (82) - -
(307) (245) (39) (13)
----- ----- ---- ----
The carrying amounts of the Group and Company's trade and other
payables are denominated in the following currencies:
UK Pounds (39) (13) (39) (13)
Australian Dollars (268) (232) - -
(307) (245) (39) (13)
----- ----- ---- ----
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2020 2019 2020 2019
14. Lease liability
Lease Liability is represented by:
Current 31 - - -
Non Current 11 - - -
======= ======= ======= =======
Total Lease Liability 42 - - -
======= ======= ======= =======
15. Issued share capital
2020 2019
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
1,224,996,863 Ordinary shares of GBP0.0001 each 122 81
(2019: 982,870,766 'Deferred Shares' of GBP0.0029 each,
7,928,958,500 'A Deferred Shares' of GBP0.000096 each
and 816,959,363 ordinary shares of GBP0.0001 each)
------------- ---------
3,733 3,692
============= =========
Movement in share capital
2020 2019
Ordinary shares of GBP0.0001 Number GBP'000 Number GBP'000
At 1 July 816,959,363 3,692 648,573,546 3,675
Shares issued for cash 395,000,000 40 47,058,823 5
Shares issued for acquisition 8,350,000 1 67,527,205 7
Shares issued to service providers 4,687,500 - 1,100,000 -
Warrants Exercised - - 52,699,789 5
At 30 June 1,224,996,863 3,733 816,959,363 3,692
------------- --------- ------------- ---------
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.
Warrants and Options on issue
The following warrants (in UK) and options (in Australia) have
been granted by the Company and have not been exercised as at 30
June 2020:
Number Grant Date Expiry Date Exercise Price
10,000,000 (1) 13 Jun 2018 2 Nov 2020 GBPGBP0.0150
5,000,000 (2) 13 Jun 2018 29 Dec 2020 GBPGBP0.0450
15,000,000 (3) 13 Jun 2018 7 Jun 2021 GBPGBP0.035625
47,058,823 (4) 10 Apr 2019 10 Apr 2022 GBPGBP0.013
26,500,000 (5) 23 May 2019 23 May 2022 GBPGBP0.013
9,450,000 (6) 29 Nov 2019 29 Nov 2024 GBPGBP0.002
113,008,823 Total outstanding
------------------------------
Share options (termed warrants in the UK) carry no rights to
dividends and no voting rights.
(1) Options granted to a Director, as approved by
shareholders.
(2) '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.
(3) Options were granted to Directors of the Company, as
approved by shareholders.
(4) Granted to investors as part of a capital raise.
(5) Granted as part of consideration for the acquisition of
Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd, following
shareholder approval.
(6) 9,450,000 Granted to lead broker of a capital raise,
Hybridan LLP
The following reconciles the outstanding warrants and options at
the beginning and end of the financial year
Number Number of Warrants Weighted Average Exercise Price (GBP)
Balance at the beginning of the year 190,003,267 0.0192
Granted during the year 9,450,000 0.0206
Lapsed during the year 86,444,444 0.0020
Balance at the end of the year 113,008,823 0.0167
The options outstanding at 30 June 2020 had a weighted average
remaining number of days until expiry of 632 (2019: 540 days).
16. Share based payments reserve
2020 2019
GBP'000 GBP'000
At 1 July 359 297
Exercised options @ GBP0.001770 - (1)
Lapsed options @ GBP0.0011770 - (1)
Lapsed options @ GBP0.001857 - (4)
Issued for an acquisition @ GBP0.002582 - 68
Issued options @ GBP0.001320 12 -
Lapsed options @ GBP0.002710 (4) -
Lapsed options @ GBP0.004469 (67) -
Lapsed options @ GBP0.001275 (25)
At 30 June 275 359
------- -------
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 2020 or lapsed
during the year ended 30 June 2020.
(i) Options comprising the share based payments reserve at 30
June 2020
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 GBP0.009782
5,000,000 issued to a Director on 13 June 2018
Dividend yield 0.00%
Underlying Security spot price GBP0.0205
Exercise price GBP0.045
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 2.5yrs
Black Scholes valuation per option GBP0.003428
15,000,000 issued to Directors on 13 June 2018
Dividend yield 0.00%
Underlying Security spot price GBP0.0205
Exercise price GBP0.035625
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 3yrs
Black Scholes valuation per option GBP0.005289
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
9,450,000 issued to a broker on 29 November 2019
Dividend yield 0.00%
Underlying Security spot price GBP0.0024
Exercise price GBP0.002
Standard deviation of returns 60%
Risk free rate 0.71%
Expiration period 5yrs
Black Scholes valuation per option GBP0.001320
(ii) Options lapsed in the year ended 30 June 2020
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
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
17. Analysis of changes in net cash and cash equivalents
1 July 2019 Cash flows Non-cash changes 30 June 2019
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand - Group 523 (294) 4 233
----------- ---------- ---------------- -------------
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to
the Group mineral exploration permits. No provision has been made
in the financial statements for these amounts as the expenditure is
expected to be fulfilled in the normal course of the operations of
the Group.
b) Claims of native title
The Directors are aware of native title claims which cover
certain tenements in the Northern Territory. The Group's policy is
to operate in a mode that takes into account the interests of all
stakeholders including traditional owners' requirements and
environmental requirements. At the present date no claims for
native title have seriously affected exploration by the
Company.
c) Contingent Liability
As at 30 June 2020, the Group had no contingent liabilities.
19. Financial instruments
The Group uses financial instruments comprising cash, liquid
resources and debtors/creditors that arise from its operations.
The Group's exposure to currency and liquidity risk is not
considered significant. The Group's cash balances are held in
Pounds Sterling and in Australian Dollars, the latter being the
currency in which the significant operating expenses are
incurred.
To date the Group has relied upon equity funding to finance
operations. The Directors are confident that they will be able to
raise additional equity capital to finance operations to commercial
exploitation but controls over expenditure are carefully
managed.
The net fair value of financial assets and liabilities
approximates the carrying values disclosed in the financial
statements. The currency and interest rate profile of the Group's
financial assets is as follows:
2020 2019
GBP'000 GBP'000
Sterling 229 56
Australian Dollars 4 467
233 523
------- -------
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.
2020 2019
Carrying Fair Value Carrying Fair Value
Amount GBP'000 GBP'000 Amount GBP'000 GBP'000
--------------- ---------- --------------- ----------
Financial assets:
Cash and cash equivalents 233 233 523 523
Trade & other receivables 43 43 45 45
Loan receivable (convertible note) 391 391 332 332
Deposits supporting performance
guarantees 42 42 42 42
Financial liabilities:
Trade and other payables 307 307 245 245
Non interest bearing liabilities - - - -
Interest bearing liabilities - - - -
--------------- ---------- --------------- ----------
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 2020 - Group Rate % < 1 year Years Years
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- -------
Financial Assets
Fixed rate
At call Account - AUD 0% 4 - - 4
At call Account - STG 0.05% 229 - - 229
233 - - 233
-------- -------- -------- -------
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - - -
-------- -------- -------- -------
30-June 2019 - Group
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 - - - - -
20. Related parties transactions
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries to enable
those companies to carry out their operations. At 30 June 2020, the
estimated recoupable amount converted to GBP11,383,000 (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 GBP39,788
was paid to Druces LLP Solicitors (2019: GBP27,547) on normal
commercial terms.
Transactions with Directors and Director related entities are
disclosed in Note 4.
21. Subsequent events
Subsequent to 30 June 2020, Thor provided notice to EnviroCopper
Limited to convert $600,000 of it's convertible loan to a 25%
interest in EnviroCopper Limited and the right to nominate a Board
representative. Accordingly, the loan receivable from ECR will be
reclassified in the Group's Statement of Financial Position to an
equity accounted investment for future reporting periods.
On 6 July 2020, Thor announced that the Northern Territory
Government had awarded Major Project status to the Molyhil
tungsten/molybdenum project.
On 8 July 2020, following shareholder approval, the Company
completed a capital raise through the issue of the following
securities:
-- 70,000,000 warrants on the basis of one warrant for every two
Ordinary Shares that were issued to placees on 5 June 2020 for
$0.005 per Ordinary Share;
-- 54,000,000 Ordinary Shares issued at $0.005 per Ordinary
Share together with 27,000,000 warrants on the basis of one warrant
for every two Ordinary Shares. (50,000,000 Ordinary Shares were
issued to a significant shareholder, Metal Tiger Plc, and 2,000,000
to each of two Directors participating in the placement, Messrs
Billing and Bradey).
-- 8,000,000 warrants to the broker to the placement.
The Company also issued 1,587,302 Ordinary Shares on 8 July to
two Directors, Messrs Billing and Potter, in lieu of cash payment
for 50% of directors' fees owing for the period 1 January 2020 to
30 June 2020.
On 15 July 2020, Thor announced the sale of its Spring Hill gold
project royalty entitlement to AIM quoted Trident Royalties Plc,
subject to Australian government Foreign Investment Review Board
(FIRB) approval, for total consideration of A$1.0 million. $50,000
cash has been received, a further $350,000 cash is due following
FIRB approval, and the remaining $600,000 is linked to production
milestones. These two milestone payments, at the election or
Trident, may be made via the issue to Thor of ordinary shares in
Trident.
A new Director, Mark McGeough, was appointed on 4 August 2020,
and Mr Bradey has advised of his resignation as a Director and
Exploration Manager effective 29 October 2020.
On 2 September 2020, Thor announced assays from the latest
stream sediment sampling program substantially exceeded management
expectations at the 100% owned Pilbara Goldfield tenements, to be
called Ragged Range (E46/1262 and E46/1190), in Western Australia.
The stream sediment Bulk Leach Extractable Gold (BLEG) samples were
part of the second phase geochemistry program, now complete,
following up on results from October 2019. Highlights were:
-- Assay results from 2020 detail sampling, support and extend
from two 2019 test sites defining a 3 x 1-kilometre zone of highly
anomalous gold.
-- Sampling results have now defined an overall broader target
zone of 13 x 1 km of highly anomalous gold, demonstrating the
potential to host a significant gold bearing system.
-- Samples defining the 13km gold target zone are from separate
drainage catchments supporting the potential of gold mineralisation
along the entire strike length.
-- Next steps to commence immediately include; further mapping,
stream sediment and soil sampling, and a detailed aeromagnetic
survey.
Thor completed its acquisition of American Vanadium Pty Ltd
(AVU). Through two US subsidiaries, AVU holds a 100% interest in a
Uranium and Vanadium projects in Colorado and Utah. Field sampling
undertaken by Thor during the due diligence period showed assay
results of high grade uranium (up to 1.25% U(3) O(8) ) and vanadium
(up to 3.47% V(2) O(5) ). Consideration for the acquisition
comprises 24,000,000 Ordinary Shares in Thor issued 15 September
2020, and further Ordinary Shares to be issued subject to
achievement of agreed milestones (refer AIM announcement of 9
September and ASX announcement of 10 September).
On 15 September 2020, the Company announced a capital raise of
UKGBP1,065,500 (approximately A$1,875,000) in two tranches:
-- The first tranche was completed on 28 September 2020 with the
issue of 123,750,000 Ordinary Shares at a price of 0.6 pence per
Ordinary Share, for GBP742,500, together with 61,875,000 warrants
on the basis of one warrant for every two Ordinary Shares
subscribed;
-- The second tranche of 53,833,333 shares and 26,926,667
warrants, on the same terms as the first tranche, is expected to be
issued on or around 27 October 2020 subject to shareholder
approval. The second tranche includes participation by Metal Tiger
Plc, a substantial shareholder (25,000,000 Ordinary Shares and
12,500,000 warrants) and two Directors (Mr Billing 2,500,000
Ordinary Shares and 1,250,000 warrants, and Mr McGeough 833,000
Ordinary Shares and 416,667 warrants).
On 23 September 2020, the Company issued 9,450,000 Ordinary
Shares as a result of warrants exercised at a price of 0.2 pence
per Ordinary Share.
Also on the 23 September 2020, the Group received A$173,717 from
the Australian Government for its research and development tax
incentive claim related to eligible expenditure incurred in the
year ended 30 June 2020.
Other than the above matters, there were no material events
arising subsequent to 30 June 2020 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.
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END
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