REG - Thor Energy PLC - Half-year Report for the 6 months ending 31 Dec 25
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RNS Number : 8025W Thor Energy PLC 16 March 2026
16 March 2026
Thor Energy PLC
("Thor" or the "Company")
Half-year report
The Directors of Thor Energy plc (AIM, ASX: THR) are pleased to announce the
Company's results for the six months ended 31 December 2025.
The Company's Half Year Report was also lodged with the Australian Stock
Exchange ("ASX") as required under the listing rules of the ASX. A copy of
the Half Year Report is available on the Company's website:
https://thorenergyplc.com/ (https://thorenergyplc.com/) .
Half-year Report
For the six months ended
31 December 2025
Drilling at Section 23, Wedding Bell Uranium Project, USA
Chairman's Message
Dear Shareholders,
On behalf of the Board of Thor Energy plc, I am pleased to report on the
activities of the Company for the half year ended 31 December 2025. Much of
the focus of the period has been on rationalising and de-risking our portfolio
of assets as well as further exploration and advancement of our HY-Range
natural hydrogen and helium Project in South Australia. The HY-Range project
progressed with field activities demonstrating the presence of working
hydrogen and helium systems, whilst interpretation of legacy geophysical data
resulted in the identification of sub-surface structural trends highly
conducive to migration and trapping potential. The program continues at pace
with seismic planning nearing completion ahead of planned seismic data
acquisition in mid-2026.
We also saw several changes to the Board with Andrew Hume assuming the
expanded role of Managing Director and CEO, allowing myself to move back to a
Non-Executive Chairman's role as is appropriate for the Company's size and
structure. I believe we have a well-balanced and effective Board to execute
the Company's strategic vision and create value for its Shareholders.
In a process that began in 2023 the Board made the decision to significantly
optimise the portfolio via farm-outs and assets sales with a view to, over
time, becoming significantly more focussed on the energy side of the mining
industry alongside precious metals.
During the period the Company announced a range of deals on legacy assets
including farming down our US uranium projects to London-based Metals One PLC.
Thor retains a 25% stake free of holding and administration costs. In tandem
with this, Thor entered into an agreement with US firm DISA Technologies to
evaluate and potentially deploy its patented metals recovery technology on
extensive mine waste dumps on Thor's acreage that could result in production
payments being made to Thor in the future and offering significant
environmental improvement.
Subsequent to 31 December we completed our sale of our 75% holding in the
Molyhil tungsten-molybdenum Project to ASX-listed Tivan Limited. This
transaction has resulted in significant cash inflows into the Company and has
obviated the need to raise capital. Further significant annual cash trail
payments are contracted to continue out to 2028. As at 31 December 2025 the
carrying value of these tenements was transferred to Assets Held for Sale
(AHFS).
The Board has also chosen to maintain its focus on the copper, gold and rare
earth elements (REE) market. As such through our 80% interest in the Alford
East copper project and indirect ownership of nearby Alford West and Kapunda
projects, via Thor's major shareholding in operator EnviroCopper "ECL",
copper, gold and REEs remain firmly in the portfolio. At our current 24%-owned
EnviroCopper Limited investment in In-Situ Recovery (ISR) copper extraction
technology in South Australia, we were pleased to welcome a large
international energy investor to ECL's share register who has committed to
spend up to A$3.5m (~£1.8m) with the ability to convert that expenditure into
a shareholding (in this event Thor equity would become 20%). We look forward
to their presence as significant shareholder to help drive these projects
forward over the coming year and are excited to see 2026's work program
facilitate short-term development decisions.
On behalf of the Board, I'd like to thank shareholders for their support. We
look forward to reporting on our progress over the coming year.
Yours faithfully
Alastair Clayton
Chair
14 March 2026
The Board of Thor Energy Plc has approved this announcement and authorised its
release.
For further information on the Company, please visit the website,
(https://thorenergyplc.com/) or please contact the following:
Thor Energy PLC
Andrew Hume, Managing Director
Alastair Clayton, Non-Executive Chairman
Rowan Harland, Company Secretary
Tel: +61 (8) 6555 2950
Zeus Capital Limited (Nominated Adviser and Joint Broker)
Antonio Bossi / Darshan Patel / Liv Highton
Tel: +44 (0) 203 829 5000
SI Capital Limited (Joint Broker)
Nick Emerson
Tel: +44 (0) 1483 413 500
Yellow Jersey (Financial PR)
Dom Barretto / Shivantha Thambirajah
thor@yellowjerseypr.com (mailto:thor@yellowjerseypr.com)
Tel: +44 (0) 20 3004 9512
About Thor Energy Plc
The Company is focused on both hydrogen and helium exploration, along with the
exploration for copper, gold, uranium, and other energy metals.
For further information on Thor Energy and to see an overview of its projects,
please visit the Company's website at https://thorenergyplc.com/
(https://thorenergyplc.com/) .
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
The Company confirms that it is not aware of any new information or data that
materially affects the information included in the original market
announcements and, in the case of estimates of Mineral Resources or Ore
Reserves, that all material assumptions and technical parameters underpinning
the estimates in the relevant market announcement continue to apply and have
not materially changed. The Company confirms that the form and context in
which the Competent Person's findings are presented have not been materially
modified from the original market announcement.
Condensed Consolidated Statement of Comprehensive Income
For the 6 months ended 31 December 2025
Note £'000 £'000 £'000
6 months ended 6 months ended Year
31 December 2025 31 December 2024 ended
30 June
2025
Unaudited Unaudited Audited
Administrative expenses (79) (55) (131)
Corporate expenses (366) (359) (766)
Share-based payments expense 7 (91) 8 (50)
Realised gain/(loss) on financial assets 1 (13) (18)
Exploration expenses (18) (18) (2)
Write off/Impairment of exploration assets 4 - - (5,026)
Operating Loss (553) (437) (5,993)
Interest received 3 3 3
Interest Paid 1 (3) (5)
Share of loss of associate, accounted for using the equity method - (64) (63)
Loss on disposal of subsidiaries (418) - -
Fair value decrement on financial assets FVTPL - (38) (371)
(Loss)/ Profit on sale of assets (288) 2 (1,016)
Sundry income - 4 4
Loss before Taxation (1,255) (533) (7,441)
Taxation - - -
Loss for the period (1,255) (533) (7,441)
Other comprehensive income:
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translating foreign operations 5 (652) (839)
Other comprehensive income for the period, net of income tax 5 (652) (839)
Loss for the year and total comprehensive loss attributable to the equity (1,250) (1,185) (8,280)
holders
Basic and diluted earnings per share 2 (0.12)p (0.1)p (0.9)p
Condensed Consolidated Statement of Financial Position
For the 6 months ended 31 December 2025
Note £'000 £'000 £'000
31 December 2025 31 December 2024 30 June
2025
Unaudited Unaudited Audited
ASSETS
Non-current assets
Intangible assets (deferred exploration costs) 4 4,317 11,491 8,478
Financial assets held at fair value through Profit or loss 5 422 500 131
Deposits to support performance bonds 80 82 80
Right of use asset - 22 10
Plant and equipment - 4 -
Total non-current assets 4,819 12,099 8,699
Current assets
Cash and cash equivalents 787 1,091 686
Trade receivables and other assets 43 85 50
Financial assets at fair value through profit and loss - 25 -
Total current assets 830 1,201 736
Assets held for sale 3 2,746 - -
3,576 - -
Total assets 8,395 13,300 9,435
LIABILITIES
Current liabilities
Trade and other payables (260) (460) (194)
Employee annual leave provision (14) - (4)
Lease liability - (23) (10)
Total current liabilities (274) (483) (208)
Total liabilities (274) (483) (208)
Net assets 8,121 12,817 9,227
Equity
Issued share capital 6 4,640 4,003 4,615
Share premium 32,515 29,654 32,457
Foreign exchange reserve 171 353 166
Merger reserve 405 405 405
Share based payments reserve 7 540 925 715
Retained earnings (30,182) (22,523) (29,163)
Equity attributable to equity holders of the parent 8,089 12,817 9,195
Non-controlling interest 32 - 32
Total equity 8,121 12,817 9,227
Condensed Consolidated Statement of Change in Equity
For the 6 months ended 31 December 2024
Issued share capital Share premium Retained losses Foreign Currency Translation Reserve Merger Reserve Share Based Payment Reserve Non-controlling interest Total
£,000 £,000 £,000 £,000 £,000 £,000 £,000 £,000
Balance at 1 July 2024 3,989 28,916 (21,990) 1,005 405 933 - 13,258
Loss for the period - - (533) - - - - (533)
Foreign currency translation reserve - - - (652) - - - (652)
Total comprehensive (loss) for the period - - (533) (652) - - - (1,185)
Transactions with owners in their capacity as owners
Shares issued 14 986 - - - - - 1,000
Cost of shares issued - (248) - - - - - (248)
Securities exercised/lapsed - - - - - (13) - (13)
Securities issued - - - - - 5 - 5
Total transactions with owners 14 738 - - - (8) - 744
At 31 December 2024 4,003 29,654 (22,523) 353 405 925 - 12,817
Condensed Consolidated Statement of Change in Equity
For the 6 months ended 31 December 2025
Issued share capital Share premium Retained losses Foreign Currency Translation Reserve Merger Reserve Share Based Payment Reserve Non-controlling interest Total
£,000 £,000 £,000 £,000 £,000 £,000 £,000 £,000
Balance at 1 July 2024 3,989 28,916 (21,990) 1,005 405 933 - 13,258
Loss for the period - - (7,441) - - - - (7,441)
Foreign currency translation reserve - - - (839) - - - (839)
Total comprehensive (loss) for the period - - (7,441) (839) - - - (8,280)
Transactions with owners in their capacity as owners
Shares issued 135 875 - - - - - 1,010
Cost of shares issued - (62) - - - - - (62)
Acquisition of subsidiary 491 2,728 - - - - 32 3,251
Securities exercised/lapsed - - 268 - - (268) - -
Securities issued - - - - - 50 - 50
Total transactions with owners 626 3,541 268 - - (218) 32 4,249
At 30 June 2025 4,615 32,457 (29,163) 166 405 715 32 9,227
Balance at 1 July 2025 4,615 32,457 (29,163) 166 405 715 32 9,227
Loss for the period - - (1,255) - - - - (1,255)
Foreign currency translation reserve - - - 5 - - - 5
Total comprehensive (loss) for the period - - (1,255) 5 - - - (1,250)
Transactions with owners in their capacity as owners
Shares issued 25 58 - - - - - 83
Cost of shares issued - - - - - - - -
Securities exercised/lapsed - - 236 - - (266) - (30)
Securities issued - - - - - 91 - 91
Total transactions with owners 25 58 236 - - (175) - 144
At 31 December 2025 4,640 32,515 (30,182) 171 405 540 32 8,121
Condensed Consolidated Statement of Cash Flow
For the 6 months ended 31 December 2025
£'000 £'000 £'000
6 months ended 6 months ended Year
31 December 2025 31 December 2024 ended
30 June
2025
Unaudited Unaudited Audited
Cash flows from operating activities
Operating loss (1,255) (438) (7,441)
Sundry income - - -
Increase in trade and other receivables 6 (66) (21)
Increase in trade and other payables (29) 118 10
Depreciation 10 14 26
Loss of disposal of subsidiaries 417 - -
FVTPL on financial asset - - 371
Revaluation of listed securities 235 38 1,016
Share of loss in associate - - 63
Exploration expenditure write off - - 5,026
Share-based payments 141 (8) 50
Net cash outflow from operating activities (475) (342) (900)
Cash flows from investing activities
Sale of subsidiaries 557 - -
Cash on acquisition of Go exploration - - 9
Interest received - 3 4
Interest paid - (3) (5)
Payments for exploration expenditure (125) (250) (332)
R&D Grants for exploration expenditure - 104 103
Proceeds from sale of assets 176 85 -
Proceeds from the sale of investments - - 134
Net cash from investing activities 608 (61) (87)
Cash flows from financing activities
Lease liability repayments (10) (13) (20)
Net issue of ordinary share capital - 751 938
Net cash from financing activities (10) 738 918
Net increase/ (decrease) in cash and cash equivalents 124 335 (69)
Non-cash exchange changes (23) (49) (50)
Cash and cash equivalents at beginning of period 686 805 805
Cash and cash equivalents at end of period 787 1,091 686
1. PRINCIPAL ACCOUNTING POLICIES
(a) Presentation of Half-year results
The half-year results have not been audited but were the subject of an
independent review carried out by the Company's auditors, PKF Littlejohn
LLP. Their review confirmed that the figures were prepared using applicable
accounting policies and practices consistent with those adopted in the 2025
annual report and to be adopted in the 2026 annual report. The financial
information contained in this half-year report does not constitute statutory
accounts as defined by Section 435 of the Companies Act 2006.
The half-year report has been prepared under the historical cost convention.
The Directors acknowledge their responsibility for the half-year report and
confirm that, to the best of their knowledge, the interim consolidated
financial statements for the six months ended 31 December 2025 have been
prepared in accordance with UK adopted international accounting standards,
including IAS 34 "Interim Financial Statements", and complies with the
requirements for companies with securities admitted to trading on the AIM
Market of the London Stock Exchange. This half-year report does not include
all the notes of the type normally included in an annual financial report.
Accordingly, this report should be read in conjunction with the annual report
for the year ended 30 June 2025.
The Directors are of the opinion that on-going evaluations of the Company's
interests indicate that preparation of the accounts on a going concern basis
is appropriate but that a material uncertainty with respect to going concern
exists. Refer Note 8 for further information.
(b) Basis of consolidation
The consolidated financial statements comprise the financial statements of
Thor Energy 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. All inter-company
balances and transactions have been eliminated in full.
The financial statements of subsidiaries are prepared for the same reporting
period as the parent Company, using consistent accounting policies.
(c) Financial assets held through profit and loss
Financial assets that do not meet the criteria for being measured at amortised
cost or FVTOCI are measured at FVTPL.
Financial assets at FVTPL, are measured at fair value at the end of each
reporting period, with any fair value gains or losses recognised in profit or
loss. Fair value is determined by using market observable inputs and data as
far as possible. Inputs used in determining fair value measurements are
categorised into different levels based on how observable the inputs used in
the valuation technique utilised are (the 'fair value hierarchy')
· Level 1: Quoted prices in active markets for identical items
(unadjusted)
· Level 2: Observable direct or indirect inputs other than Level 1
inputs
· Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the period they occur.
(d) Assets held for sale
Non-current assets are classified as held for sale when their carrying amount
will be recovered principally through sale rather than continuing use, the
asset is available for immediate sale, management is committed to the sale,
and completion is expected within one year.
Assets classified as held for sale are measured at the lower of carrying
amount and fair value less costs to sell, with any resultant impairment
recognised immediately in profit or loss. Depreciation ceases upon
classification.
Such assets are presented separately as a current asset on the face of the
statement of financial position.
(e) Risks and uncertainties
The Board continuously assesses and monitors the key risks of the business.
The key risks that could affect the Company's medium-term performance and the
factors that mitigate those risks have not substantially changed from those
set out in the Company's 2025 Annual Report and Financial Statements. The key
financial risks are liquidity risk, credit risk, interest rate risk and fair
value estimation.
(f) Critical accounting estimates
The preparation of condensed interim financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the end of the reporting period. Significant items subject
to such estimates are set out in the Company's 2025 Annual Report and
Financial Statements. The below critical estimates have arisen in the period
ended 31 December 2025:
Classification of Envirocopper limited (ECL)
The Group holds approximately 24% of the issued share capital of ECL.
Notwithstanding this shareholding, the Directors have concluded that the Group
does not exercise significant influence and accordingly the investment is
classified as a financial asset at fair value through profit or loss rather
than as an associate under IAS 28.
Whilst a 20% or greater shareholding gives rise to a rebuttable presumption of
significant influence, the Directors consider this rebutted on the basis that,
at 31 December 2025, the Group had no representation on the ECL board, no
participation in policy-making, no ability to direct operational or financial
decisions, and no material transactions with ECL during the period. Subsequent
to the reporting date, on 3 March 2026, Lincoln Moore (a Non-Executive
Director of the Company) was appointed as a director of ECL. Whilst the Group
held the practical ability to propose a board nominee prior to the year end,
no such appointment had been made, no intention to make such an appointment
existed at 31 December 2025, and no steps had been taken in that regard. The
decision to proceed with the appointment arose as a consequence of
developments in respect of ECL that occurred after the reporting date.
Accordingly, the Directors have concluded this is a non-adjusting post-balance
sheet event and no reclassification is required at the reporting date. The
classification of the investment will be reassessed in the period in which the
appointment took effect.
Disposal of Standard Minerals (Standard) & Cisco Minerals (Cisco)
On 12 August 2025 the Group disposed of 75% of its interests in Standard
Minerals Inc. and Cisco Minerals Inc., retaining a 25% shareholding in each
entity. Whilst a 25% holding gives rise to a rebuttable presumption of
significant influence under IAS 28, the Directors have concluded that the
Group does not exercise significant influence over either entity and
accordingly the retained interests are classified as financial assets at fair
value through profit or loss rather than as associates. The Directors
determined that following completion of the disposal, the Group has no
representation on the boards of either entity, no participation in
policy-making, no ability to direct operational or financial decisions, and no
material ongoing transactions with either entity; the presumption of
significant influence is therefore considered rebutted. The fair value of the
total consideration received was determined as follows: the cash element of
£100,000 was taken at face value; the shares in Metals One PLC received
(14,224,751 shares) were valued by reference to the closing traded price of
A$0.0535 per share on the date of disposal, translated at the prevailing rate
of £0.48026:A$1.00, giving a fair value of £761,024; total consideration was
therefore £861,024. The fair value of the retained 25% interest in each
entity (£289,765 in aggregate) was determined by the Directors on the basis
of the implied value of the transaction, being the total consideration
attributable to the 75% interest disposed grossed up pro-rata to reflect the
retained 25% holding. No independent valuation was obtained; the Directors
consider this basis to be a reasonable approximation of fair value at the
disposal date given the arm's length nature of the transaction and the absence
of any other observable market data for the interests.
2. EARNINGS PER SHARE
No diluted earnings per share is presented for the six months ended 31
December 2025 as the effect on the exercise of share options would be to
decrease the loss per share.
6 months ended 6 months ended Year
31 December 2025 31 December 2024 ended
30 June
2025
Unaudited Unaudited Audited
Loss for the period (£'000) (1,255) (533) (7,441)
Weighted average number of Ordinary shares in issue 1,026,247,497 418,687,813 823,977,284
Loss per share - basic and diluted (0.12)p (0.1)p (0.9)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.
3. ASSETS HELD FOR SALE
During the year ended 31 December 2025, the Group entered into a term sheet
with Tivan Limited for the sale of its 75% interest in the Molyhil
Tungsten/Molybdenum/Copper Project (through its subsidiary Molyhil Mining
Proprietary Limited), representing the disposal of the Group's interest in the
FRAM Joint Venture. As the criteria under IFRS 5 were met prior to the
reporting date, the exploration and evaluation assets have been reclassified
as held for sale at 31 December 2025.
The assets are carried at the lower of their carrying amount and fair value
less costs to sell. No impairment loss was recognised on reclassification as
the anticipated proceeds exceed the carrying value.
£'000 £'000 £'000
31 December 2025 31 December 2024 30 June
2025
Cost Unaudited Unaudited Audited
Opening balance - - -
Reclassified as held for sale 2,746 - -
Impairment loss recognised on reclassification - - -
At period end 2,746 - -
4. DEFERRED EXPLORATION COSTS
£'000 £'000 £'000
31 December 2025 31 December 2024 30 June
2025
Cost Unaudited Unaudited Audited
At commencement 8,478 11,949 11,949
Net additions 128 146 228
Acquired through acquisition - - 3,274
Exchange gain/(loss) 25 (604) (795)
Exploration expenditure write off - - (5,026)
Transfer to assets held for sale (see note 3) (2,746) - -
Disposals (1,568) - (1,152)
At period end 4,317 11,491 8,478
During the previous year the Group acquired 80.2% of Go Exploration Pty Ltd,
an Australian based company with rights over the PEL 120 licence in South
Australia. In March 2025 the licence was renamed RSEL 802. At the time of
award RSEL 802 was within the final year of the penultimate 5-year licence
period, ending July 1st, 2025. As at the date of this report the renewal
application has been submitted (16 June 2025) to seek continuation into the
final 5-year licence period. As at 31 December 2025 the South Australian
Government's Department of Energy and Mining (DEM) are currently reviewing the
application. The licence continues by default and, based on the Group's
history of successful licence of renewals and through positive dialogue with
DEM, the Directors have a reasonable expectation that this licence will
continue into the final 5-year licence period, as required for ongoing
exploration activities on the licence
Subsidiaries Standard Minerals Inc. and Cisco Minerals Inc
On 12(th) August 2025, the Group completed the disposal of 75% of its
remaining U.S. subsidiaries Standard Minerals Inc. and Cisco Minerals Inc.,
which held the Group's vanadium and uranium projects, resulting in a loss of
control due to disposal of a majority stake. Total consideration received was
£100,000 cash together with the issue of freely tradable shares in Metals One
Plc with a fair value of approximately £761,024. Following the disposal , the
Group retained a 25% interest in both entities. A reconciliation to the loss
recorded in the profit and loss is below:
£
Cash consideration (exclusivity payment) 100,000
Fair value of Metals One Plc shares received (14,224,751 shares at A$0.0535, 761,024
translated at £0.48026:A$1.00)
Total consideration 861,024
Fair value of retained 25% interest (1) 289,765
Less: carrying value of net liabilities disposed (1,568,429)
(Loss) recognised in profit or loss 417,640
1 - The fair value of the retained 25% interest in each Subsidiary (£289,765)
in aggregate) has been determined by the Directors based on the implied value
of the disposal transaction, being the total consideration attributed to a 75%
interest grossed up pro-rata to reflect the retained 25% holding. No
independent valuation was obtained. The Directors consider this basis to be a
reasonable approximation of fair value at the disposal date.
Disposal of Molyhil
On 16 September 2025, the Company announced it had entered into a binding term
sheet with ASX-listed Tivan Limited for the sale of its 75% interest in the
FRAM Joint Venture, which holds the Molyhil Tungsten/Molybdenum/Copper Project
in the Northern Territory, Australia. Total consideration of A$8,750,000
(£4,375,000) is payable, of which A$6,562,500 (£3,281,250) is attributable
to the Company. The key payment terms are as follows:
· Deposit: A$375,000 (£187,500) non-refundable, paid on signing.
· Completion Payment: A$2,250,000(£1,125,000), expected in
December 2025 upon satisfaction of conditions precedent including regulatory
approvals and ministerial consent.
· Deferred Payments:
o A$1,312,500 (£656,250) payable in September 2026
o A$1,312,500(£656,250) payable in September 2027
o A$1,312,500 (£656,250) payable in September 2028
Deferred payments may be settled in either cash or Tivan shares at Tivan's
election. The transaction completed in January 2026 with Thor Energy receiving
the completion payment of A$2,250,000. As at 31 December 2025 the fair value
of the consideration was deemed to be £2,940,000 and no impairment was
required on the balance.
5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS -NON
CURRENT
£'000 £'000
31 December 2025 30 June 2025
Represented investment in: Unaudited Audited
Cisco (1) 41 -
Standard (1) 248 -
ECL Shares 133 131
Value of investment at period end 422 131
1) (The Group owns 25% of Cisco Minerals Inc and Standard Minerals Inc -
refer to Note 3 for further information)
£'000 £'000
31 December 2025 30 June 2025
Unaudited Audited
Opening balance 131 -
Re-classification of ECL shares - 535
Fair value revaluation - (371)
Re-classification of Cisco and Standard 289 -
Foreign exchange movements 2 (33)
Value of investment at period end 422 131
6. SHARE CAPITAL
£'000 £'000
31 December 2025 30 June 2025
Issued up and fully paid: Unaudited Audited
982,870,766 'Deferred Shares' of £0.0029 each 2,850 2,850
7,928,958,500 'A Deferred Shares' of £0.000096 each 761 761
1,030,072,634 Ordinary shares of £0.001 each 1,029 1,004
4,640 4,615
Movement in share capital
Ordinary shares of £0.001 Number Share capital Share Premium Total
# £'000 £'000 £'000
At 1 July 2024 378,610,068 3,989 28,916 32,905
Shares issued for cash 133,333,316 134 866 1,000
Shares issued for asset acquisition 466,462,584 466 2,566 3,032
Fee shares 25,000,000 25 162 187
Fee shares 1,666,666 1 9 10
Share issue costs - - (62) (62)
At 30 June 2025 1,005,072,634 4,615 32,457 37,072
Deferred consideration shares 10,000,000 10 43 53
Exercise of performance rights 15,000,000 15 15 30
As at 31 December 2025 1,030,072,634 4,640 32,515 37,155
7. SHARE BASED PAYMENTS RESERVE
£'000 £'000
31 Dec 2025 30 June 2025
Unaudited Audited
Opening balance 715 933
Options exercised or lapsed
Lapsed 480,000 @ £0.0767 - (30)
Lapsed 480,000 @ £0.0767 - (30)
Lapsed 480,000 @ £0.0767 - (30)
Lapsed 9,464,285 @ £0.0473 - (152)
Lapsed 5,800,000 @ £0.0473 - (19)
Lapsed 2,500,000 performance shares @ £0.16 - (7)
Lapsed 3,600,000 @ £00656 (236) -
Exercise of 15,000,000 performance rights @£0.00339 (1) (30) -
(266) (268)
Options expensed through the Statement of comprehensive income
Issued 3,000,000 performance shares @ £0.01841 - 4
Issued 20,000,000 performance shares @ £0.001792 26 11
Issued 15,000,000 performance shares @ £0.000777 7 5
Issued 15,000,000 performance shares @ £0.000777 22 6
Issued 15,000,000 warrants @ £0.00249 3 5
Issued 15,000,000 warrants @ £0.000957 8 11
Issued 15,000,000 warrants @ £0.000774 5 3
Issued 10,000,000 warrants @ £0.000777 10 3
Issued 10,000,000 warrants @ £0.001291 3 2
Issue of 4,500,000 performance rights @£0.0634 (2) 1 -
Issue of 4,500,000 performance rights @£0.03510 (2) 1 -
Issue of 6,000,000 performance rights @£0.003432 (2) 1 -
Issue of 15,000,000 performance rights @£0.003345 (3) 2 -
Issue of 9,000,000 performance rights @£0.01672 (3) 1 -
Issue of 6,000,000 performance rights @£0.00669 (3) 1 -
91 50
Closing balance 540 715
( )
(1) ) (Exercise of 15,000,000 performance rights to Directors Alastair
Clayton and Tim Armstrong as approved at 2024 AGM for the establishment of a
prospective resource of 300 billion cubic feet of helium.)
(2) Issue of 15,000,000 performance rights to Director Lincoln Moore
as approved at the 2025 AGM which will vest upon the completion of three
market based conditions)
(3) ) (Issue of 30,000,000 performance rights to Andrew Hume
as approved at the 2025 AGM subject to the completion of several technical
milestones.)
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
listed options granted is calculated by reference to the last traded price, or
for unlisted options by using the Black-Scholes model taking into account the
terms and conditions upon which the options are granted. Where the options
contain market based vesting conditions a Monte Carlo options valuation is
undertaken.
8. POST BALANCE SHEET EVENTS
After the reporting period, on 19 January 2026, Thor Energy PLC received a
A$2,250,000 (£1,125,000) cash completion payment in respect of the sale of
its 75% interest in the Molyhil Tungsten/Molybdenum/Copper Project (through
its subsidiary Molyhil Mining Proprietary Limited) pursuant to the term sheet
entered into with Tivan Limited.
The payment follows satisfaction of the conditions precedent under the terms
of the sale and represents the first tranche of consideration for the disposal
of the interest in the FRAM Joint Venture. Three further annual deferred
completion payments totalling A$3,937,500 (£1,968,000) are due between
September 2026 and September 2028, payable in cash, shares or a combination at
the purchaser's election, bringing the total anticipated sale proceeds to
A$6,562,500 (£3,281,250).
On 25 February 2026, the Group announced the award of two Regulated Substance
Exploration Licence Applications (RSELA 810 and RSELA 811) in the onshore
Otway Basin, South Australia, in a 50:50 joint venture with H2EX Ltd. The
applications will progress through standard permitting processes before formal
grant as Regulated Substance Exploration Licences.
On 3 March 2026, Thor Energy Plc announced that Lincoln Moore, a Non-Executive
Director of the Company, had been appointed as a director of EnviroCopper
Limited.
9. GOING CONCERN BASIS OF ACCOUNTING
The financial report has been prepared on the going concern basis of
accounting. However, the Directors have identified a material uncertainty that
may cast significant doubt on the Group's ability to continue as a going
concern. The material uncertainty arises from the Group's reliance on the
successful completion of future capital raisings or asset disposals to fund
continued operations.
The consolidated entity incurred a net loss before tax of £1,255,000 for
the half year ended 31 December 2025, and net cash outflows of £473,000 from
operating activities. The Group is reliant upon completion of asset sales or a
capital raising to fund continued operations and the provision of working
capital.
The Group's cash flow forecast for the 12 months ending 31 March 2027
highlight the fact that the Company is expected to continue to generate
negative cash flow over that period. During the period the Group raised
£732,000 through the sale of subsidiaries and various tenements. The Group
also has £787,000 cash and cash equivalents as at 31 December 2025.
Notwithstanding the material uncertainty, the Directors believe the going
concern basis remains appropriate having regard to the following:
· The Group has sufficient cash to fund at least 12 months of
activity from the signing of this report;
· The Group has no committed or on-going exploration expenditure;
and
· Operating expenditure can be reduced to further preserve cash
balances.
· Subsequent to the period, the Company received a A$2,250,000
completion payment pursuant to the sale of the Molyhil Project.
DIRECTORS, SECRETARY AND ADVISERS
Directors: Alastair Clayton (Non-executive Chairman)
Tim Armstrong (Non-executive
director)
Lincoln Moore (Non-executive director)
Andrew Hume (Managing Director)
In UK In Australia
Registered Office and Directors' business address 6th Floor, Suite 1, 295 Rokeby Road
Subiaco WA 6008
99 Gresham Street
Australia
London, EC2V 7NG
United Kingdom
Company Secretaries Stephen Frank Ronaldson Rowan Harland
Website www.thorenergyplc.com (http://www.thorenergyplc.com) www.thoren (http://www.thorenergyplc.com) ergyplc.com
(http://www.thorenergyplc.com)
Nominated Adviser to Zeus Capital
the Company Stock Exchange Tower, 125 Old Broad St
London EC2N 1AR
Auditors to the Company PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London, E14 4HD
Solicitors to the Company Druces LLP
Salisbury House
London Wall
London, EC2M 5PS
United Kingdom
Registrars Computershare Investor Services Plc Computershare Investor Services Pty Ltd
The Pavilions Level 5, 115 St Grenfell St
Bridgewater Road Adelaide, South Australia 5000
Bristol BS99 6ZY
United Kingdom
INDEPENDENT REVIEW REPORT TO THOR ENERGY PLC
Conclusion
We have been engaged by the group to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
December 2025 which comprise the Condensed Consolidated Statement of
Comprehensive Income, the Condensed Consolidated Statement of Financial
Position, the Condensed Consolidated Statement of Changes in Equity, the
Condensed Consolidated Statement of Cash Flows and related notes. We have read
the other information contained in the half-yearly financial report and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of financial
statements.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 31 December 2025 is not prepared, in
all material respects, in accordance with UK adopted International Accounting
Standard 34 and the AIM Rules for Companies.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity", issued for use in the United Kingdom.
A review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in note 1(a), the annual financial statements of the group are
prepared in accordance with UK adopted IASs. The condensed set of financial
statements included in this half-yearly financial report has been prepared in
accordance with UK adopted International Accounting Standard 34, "Interim
Financial Reporting".
Material uncertainty related to going concern
We draw attention to note 9 in the condensed set of financial statements of
the half-yearly report, which indicates that the Group is reliant upon
completion of asset sales or a capital raising to fund continued operations
and the provision of working capital. As stated in note 9, these events or
conditions, along with the other matters as set forth in that note, indicate
that a material uncertainty exists that may cast significant doubt on the
group's ability to continue as a going concern. Our conclusion is not modified
in respect of this matter.
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting.
Responsibilities of directors
The directors are responsible for preparing the half-yearly financial report
in accordance with AIM Rules for
Companies.
In preparing the half-yearly financial report, the directors are responsible
for assessing the group'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 to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the review of financial information
Sources: ISRE (UK) 2410 (appendices 4 to 7 & 9
In reviewing the half-yearly report, we are responsible for expressing to the
group a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including those within the
Material uncertainty related to going concern paragraph, are based on
procedures that are less extensive than audit procedures, as described in the
Basis for conclusion paragraph of this report.
Use of our report
This report is made solely to the company's directors, as a body, in
accordance with the terms of our engagement letter dated 4 March 2026. Our
review has been undertaken so that we might state to the company's directors
those matters we have agreed to state to them in a reviewer'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
directors as a body, for our work, for this report, or for the conclusions we
have formed.
PKF Littlejohn LLP
15 Westferry Circus
Statutory Auditor
Canary Wharf, London
E14 4HD
14 March 2026
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