REG - Thor Energy PLC - Results for the year ended 30 June 2023
29/09/2023 13:30
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RNS Number : 2149O Thor Energy PLC 29 September 2023
29 September 2023
Thor Energy Plc
("Thor" or the "Company")
Results for the year ended 30 June 2023
The directors of Thor Energy Plc (AIM/ASX: THR) are pleased to provide the
Company's audited annual financial results for the year ended 30 June 2023.
The annual report will be posted to shareholders shortly.
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
Nicole Galloway Warland, Managing Director Tel: +61 (8) 7324 1935
Ray Ridge, CFO / Company Secretary Tel: +61 (8) 7324 1935
WH Ireland Limited (Nominated Adviser and Joint Broker) Tel: +44 (0) 207 220 1666
Antonio Bossi / Darshan Patel
SI Capital Limited (Joint Broker) Tel: +44 (0) 1483 413 500
Nick Emerson
Yellow Jersey (Financial PR) thor@yellowjerseypr.com
Sarah Hollins / Shivantha Thambirajah / Bessie Elliot Tel: +44 (0) 20 3004 9512
Competent Person's Report
The information in this report that relates to Exploration Results and the
Estimation and Reporting of Mineral Resource Estimation is based on
information compiled by Nicole Galloway Warland, who holds a BSc Applied
geology (HONS) and who is a Member of The Australian Institute of
Geoscientists. Ms Galloway Warland is an employee of Thor Energy PLC. She has
sufficient experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which she 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'. Nicole Galloway Warland consents to the inclusion in the
report of the matters based on her information in the form and context in
which it appears.
Updates on the Company's activities are regularly posted on Thor's website
(https://thorenergyplc.com/) , which includes a facility to register to
receive these updates by email, and on the Company's Twitter page.
(https://yellowjerseypr.sharepoint.com/sites/YJPRTeamFolder/Shared%20Documents/CLIENTS/Thor%20Energy/Press%20releases/Drafts/2023/09%20September/@ThorEnergyPLC)
About Thor Energy Plc
The Company is focused on uranium and energy metals that are crucial in the
shift to a 'green' energy economy. Thor has a number of highly prospective
projects that give shareholders exposure to uranium, nickel, copper, lithium
and gold. Our projects are located in Australia and the USA.
Thor holds 100% interest in three uranium and vanadium projects (Wedding Bell,
Radium Mountain, and Vanadium King) in the Uravan Belt Colorado and Utah, USA
with historical high-grade uranium and vanadium drilling and production
results.
Thor owns 100% of the Ragged Range Project, comprising 92 km(2) of
exploration licences with highly encouraging early-stage gold and nickel
results in the Pilbara region of Western Australia.
At Alford East in South Australia, Thor is earning an 80% interest in oxide
copper deposits considered amenable to extraction via In Situ Recovery
techniques (ISR). In January 2021, Thor announced an Inferred Mineral Resource
Estimate¹. Thor also holds a 30% interest in 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 and the Alford West copper project, both
situated in South Australia, and both considered amenable to recovery by way
of ISR.²³
Thor holds 100% of the advanced Molyhil tungsten project, including measured,
indicated, and inferred resources⁴, in the Northern Territory of Australia,
which was awarded Major Project Status by the Northern Territory government in
July 2020. Thor executed a A$8m Farm-in and Funding Agreement with
Investigator Resources Limited (ASX: IVR) to accelerate exploration at the
Molyhil Project on 24 November 2022.(6)
Adjacent to Molyhil, at Bonya, Thor holds a 40% interest in deposits of
tungsten, copper, and vanadium, including Inferred resource estimates for the
Bonya copper deposit, and the White Violet and Samarkand tungsten deposits.⁵
Thor's interest in the Bonya tenement EL29701 is planned to be divested as
part of the Farm-in and Funding agreement with Investigator Resources
Limited.(6)
Notes
(1) https://thorenergyplc.com/investor-updates/maiden-copper-gold-mineral-resource-estimate-alford-east-copper-gold-isr-project/
(2) www.thorenergyplc.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf)
³ www.thorenergyplc.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf
(http://www.thormining.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf)
(4) https://thorenergyplc.com/investor-updates/molyhil-project-mineral-resource-estimate-updated/
(5) www.thorenergyplc.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf)
(6) https://thorenergyplc.com/wp-content/uploads/2022/11/20221124-8M-Farm-in-Funding-Agreement.pdf
REVIEW OF OPERATIONS AND STRATEGIC REPORT
In January 2023, Thor Mining Plc changed its name to Thor Energy Plc to
reflect the Company's strategic focus on the 'green energy' economy, with our
uranium and vanadium projects in both Utah and Colorado in the United States
of America and our copper-REE projects in Australia.
Significant exploration activities completed throughout the financial year
include:
1. The maiden 2000m drilling program at the Wedding Bell and
Radium Mountain projects confirms uranium mineralisation determined by
downhole gamma and assay and highlights broader enriched vanadium halos.
2. High-resolution close-spaced airborne radiometric and
magnetics surveys were completed in June 2023 at all three uranium projects in
the United States.
3. Rare Earth Element (REE) discovery was announced at our
Alford East Project, with a review indicating that eight out of the nine 2021
diamond drill holes intersected shallow, wide zones of highly enriched REE
results within copper-rich oxides zones of IOCG-style (iron oxide copper-gold)
mineralisation. When compared to other REE Projects, these results compare
very favourably in terms of depth, thickness, and grade.
4. At the Alford West Copper Project (through Thor's 30%
equity interest in EnviroCopper Ltd), an Ambient Noise Tomography survey using
EXOSPHERE by Fleet® was successful in subsurface mapping a portion of the
Alford Copper Belt, enabling the future exploration to be more efficient in
exploration, minimising the environmental impact and improving drill
targeting.
5. Thor entered an AUD $8m farm-in Agreement with Investigator
Resources Ltd to accelerate the Molyhil Project located in the Northern
Territory.
6. Following a 2,000m reverse circulation drilling program at
Kelly's Prospect, Ragged Range, with six holes, it confirmed the presence of
moderate-grade copper and significant gold and silver mineralisation.
Post-period end activities:
1. All approvals have been granted for the next round of drilling at the
Company's 100% Wedding Bell and Radium Mountain projects.
2. Strong positive results were received from the heliborne magnetic and
radiometric surveys at both projects, with strong uranium anomalies delineated
and ground truthing underway.
3. A share capital consolidation of 10:1.
4. A collaboration with Fleet Space Technologies to undertake Ambient
Noise Tomography at Alford East Project, to accelerate mineral exploration
incorporating Fleet's EXOSPHERE by Fleet® technology.
5. EnviroCopper Ltd received approval to commence Site Environmental
Lixiviant Trials "SELT" at the Kapunda Copper Project, South Australia.
6. Thor successfully raised AUD$1m to help accelerate exploration
activities within the Uravan Mineral Belt in Colorado and Utah for the
Company's 100% owned uranium assets.
.
Photo 1: Helicopter-borne Magnetic and Radiometric Survey over the Wedding
Bell Project
URANIUM AND VANADIUM PROJECT - COLORADO AND UTAH, USA
Thor holds a 100% interest in two USA companies, with mineral claims in
Colorado and Utah, USA. The claims host uranium and vanadium mineralisation
within the Uravan Mineral Belt, which has a history of high-grade uranium and
vanadium production (Figure 1).
The projects benefit from easy access and are close to the White Mesa
toll-treating mill, which may be a low-hurdle processing option for any
production from these projects.
Figure 1: Location Map of Colorado & Utah projects (left) and Priority
Drill Prospects at Wedding Bell Project (right)
The uranium-vanadium deposits within the Uravan Mineral Belt (Figure 1),
hosted mainly in the Salt Wash member of the Morrison Formation on the
Colorado Plateau, are classified by the International Atomic Energy Agency
(IAEA) as "Saltwash type" sandstone-hosted uranium deposits. They are
considered unique amongst the sandstone-hosted type of deposits in that they
are predominantly vanadium (V(2)O(5)) with accessory uranium (U(3)O(8)). They
occur as tabular bodies in reduced sequences of highly oxidised, feldspar-rich
sandstones that have substantial fossilised plant material. High-grade uranium
and vanadium occur together although vanadium has a much larger halo. Based on
production figures, the vanadium exceeds uranium in ratios ranging from 3:1 to
10:1 with the ratio increasing southward; averaging 5:1 in the Wedding
Bell/Radium Mountain Project area.
Larger deposits are found in paleochannels (braided streams in the Jurassic
period) where accumulations of plant material led to more reduced conditions
being retained over time. The Salt Wash member consists of interbedded fluvial
sandstone and floodplain-type mudstone. The Salt Wash member is gently folded
into a shallow dome meaning it is often close to the surface or exposed. The
sandstone beds form cliffs or rims with the mudstone units forming slopes.
There are commonly four target sandstone horizons, with the uppermost
sandstone containing most of the ore deposits.
Details of the projects may be found on the Thor website
(https://thorenergyplc.com/projects/uranium-vanadium-projects-usa/) .
Thor's initial exploration focus is on exploring and accessing the Wedding
Bell and Radium Mountain projects in Colorado.
Drilling:
Thor's initial drilling program
(https://www.londonstockexchange.com/news-article/THR/drilling-commences-at-wedding-bell-project/15642988)
comprising 15 shallow rotary air drillholes, confirmed uranium mineralisation
along strike of historical workings at Rim Rock and Groundhog Prospects, and
within the newly tested Section 23 prospect (Figure 1). These priority
prospects lie within the Company's 100% owned Wedding Bell and Radium Mountain
Projects located in the historic uranium-vanadium mining district within the
Uravan mineral belt, southwest Colorado, USA (Figure 1).
Uranium mineralisation was intersected at all three prospects confirming the
prospectivity of the projects by increasing and enhancing the uranium lateral
continuity across the projects within the Salt Wash Member of the Morrison
Formation.
Key intersections include (eU(3)O(8) denotes that the uranium grade has been
determined by downhole gamma logging, with vanadium assays determined by XRF
at the ALS laboratory):
Groundhog
· 2.1m @ 0.036% eU(3)O(8) from 85m (22WBRA012A), including
0.3m @ 0.14% eU(3)O(8)
· 1.2m @ 0.034% eU(3)O(8) from 78m (22WBRA013), including
0.5m @ 0.5% eU(3)O(8)
Rim Rock
· 0.3m @ 0.072% eU(3)O(8) from 59.7m (22WBRA014)
Section 23
· 0.5m @ 0.051% eU(3)O(8) from 102.6m (22WBRA002)
· 0.6m @ 0.021% eU(3)O(8) from 92.4 m (22WBRA011), and
· 0.5m @ 0.03% eU(3)O(8) from 100m
Vanadium assay results include:
1.5m @ 2660ppm (0.27%) V(2)O(5) from 83.8m (22WB012A) - Groundhog
1.5m @ 1776ppm (0.18%) V(2)O(5) from 59.4m (22WB014) - Rim Rock
3.0m @ 1640ppm (0.16%) V(2)O(5) from 83.8m (22WB012) - Groundhog
1.5m @ 1026ppm (0.10%) V(2)O(5) from 83.8m (22WB011) - Section 23
Section 23 (Figure 2) in the southeast corner of the Wedding Bell claim blocks
represents the only large area in the Project with interpreted continuity of
the uranium prospective Salt Wash sandstone unit precluded from historic
prospecting, drilling and mine production. A small fence line of drillholes
(22WBRA01- 22WBRA0011) confirms uranium mineralisation within the lower
sandstone units of the Salt Wash Sandstone (Figure 3, Figure 4 and Figure
5).
The Groundhog Mine area (Figure 2) consists of the upper and lower historic
mine workings (Photo 2). The upper workings are in the lower unit of the
Brushy Basin Shales whilst the more extensive lower workings are in the Salt
Wash Sandstone (Figure 2 and Figure 4). Two drillholes (22WBRA12 and
22WBRA013) tested and confirmed lateral continuation of mineralisation to the
south, with the intersection of reduced sandstones hosting uranium
mineralisation in the first and second sandstone rims.
The Rim Rock Mine area (Figure 2) represents a vanadium-rich target. The two
drill holes (22WBRA014 and 22WBRA015) are designed to straddle the
east-southeast projection of the Rim Rock Mine, the opening of which is
located immediately to the west. The Rim Rock Mine was the largest historic
uranium-vanadium producer in the project area.
Vanadium layers, such as this one targeted at Rim Rock, are generally
relatively low in uranium content (by the standards of historical uranium
mining in the Uravan District), and were usually ignored by the miners, with
the focus on high-grade uranium zones only. The intersection in 22WBRA014
(0.3m @ 0.072% eU(3)O(8) from 59.7m) confirms the uranium mineralisation, as
we await physical samples for vanadium analysis.
For drillholes 22WBR010 to 22WBR014, where there are zones of visual interest
(reduced grey/green sandstone), with anomalous scintillometer values, physical
samples were collected for uranium and vanadium assay, as well as
multi-element geochemical analysis. Sixty-seven (67) physical samples were
collected and sent to either the ALS laboratory or the Hazen laboratory
(Figure 2). The ALS laboratory would not receive samples above 0.3
millisieverts (mSv - background radiation dose), hence the addition of Hazen
Laboratory for 22WBR012 samples. Thor is currently doing some cross-lab sample
analysis as part of our QAQC process.
Vanadium layers, such as the one targeted at Rim Rock, are generally
relatively low in uranium content (by the standards of historical uranium
mining in the Uravan District). They are usually ignored by the miners, with
the focus on high-grade uranium zones only (Photo 2). For instance, the
uranium intersection in 22WBRA014: 0.3m @ 720ppm (0.072%) eU(3)O(8) from
59.7m, correlated to a broader vanadium halo/zone of 1.5m @ 1776 ppm (0.18%)
V(2)O(5) from 59.4m.
Despite drillhole 22WBR012 collapsing prior to taking downhole gamma probe
readings, assay samples confirmed uranium and vanadium mineralisation that
correlates to the redrill of the hole a few meters away, 22WBR012A:
§ 3.0m @ 519ppm U(3)O(8) and 1640ppm V(2)O(5) from 83.8m (22WBR012)
§ 1.5m @ 601ppm U(3)O(8) and 2660ppm V(2)O(5) from 83.8m (22WBR012A)
22WBR012A (Figure 3) highlights the positive correlation between the gamma
readings and the physical samples.
Photo 2: Drilling at Section 23, October 2022
Figure 2: Stratigraphic section showing the uranium and vanadium mineralised
zone for 22WBR012 and 22WBR012A- Groundhog Prospect
Magnetic and Radiometric Survey:
The helicopter-borne high-resolution aeromagnetic and radiometric surveys
completed in June 2023
(https://www.londonstockexchange.com/news-article/THR/uranium-targets-identified/16058031)
, covered all three projects, with a detailed line spacing of 50m and a
nominal flight height of 30m, for a total of 986 line kilometres. The surveys
were oriented north-south for all survey areas.
Radiometrics are a powerful first-pass exploration tool for identifying
uranium anomalies and this was the first time a close-spaced survey has been
flown in the region. The objective of flying the radiometric surveys was to
map out the natural spatial distribution of the three radioactive elements
(potassium (K), thorium (Th) and uranium (U)) in the earth's crust, over the
project areas to assist with delineating any uranium anomalies in untested
areas, and potential extensions to known mineralisation associated with the
historic workings at both the Wedding Bell and Radium Mountain projects.
Different ratio grids are used to interpret the radiometric data with uranium
squared divided by thorium (U(2)/Th) predominately used as an indicator of
anomalous uranium, with the uranium anomalies displayed in energy order from
red, green to light blue (Figure 1 to 3). The aeromagnetic data will assist by
defining key secondary structures controlling fluid flow.
The surveys were flown by Precision GeoSurveys Inc, a Canadian company that is
experienced in flying surveys in this area, with the geophysical data
processing and filtering generated by consultant geophysicist Kim Frankcombe,
ExploreGeo Pty Ltd.
The radiometric surveys conducted at Wedding Bell and Radium Mountain
Projects, Colorado, have delineated several high-order uranium anomalies.
These are along strike of historic workings, as well as over previously
untested areas (Figure 3). The old mine workings are very distinct in the
radiometric uranium channel (red anomalies as shown in Figure 1 and 3) due to
ore and/or waste dumps being in close vicinity to the workings. Pre 1950s, the
focus in the area was on mining the yellow uranium-vanadate secondary
carnotite mineralisation, not the high-grade primary uraninite and coffinite
mineralisation. Thus, Thor is systematically reviewing the old workings
(establishing if primary ore or only secondary was mined) and digitising
available historic mine plans.
There are also a few distinct 'red' uranium anomalies not associated with historic workings, which may represent new areas to test as a possible extension to know mineralisation, such as the anomalies to the southeast of Groundhog (Figure 3). More subtle green and light blue anomalies, for example, around Section 23 (no previous mining), may have a lower radiometric uranium order due to sedimentary cover. However, they are equally valid anomalies, warranting a follow-up (Figure 3). Both priority uranium anomalies will be drill-tested as part of the proposed upcoming drilling program (Figure 3).
At first pass, the structural interpretation of the magnetic data shows a
strong correlation between the historic workings and key structures (Figure
2), with the dominant orientation north-easterly (Figure 2). This could
indicate increased porosity or fluid conduits within the sediments, which
allowed the uranium and vanadium mineralisation to precipitate out. The known
uranium and vanadium mineralisation in the Uravan Mineral Belt is noticeably
elongated parallel to local sedimentary structures, major palaeochannels, or
axes of greater permeability. As a result, key structural features along these
trends and radiometric anomalies will be further investigated, including
ground truthing (mapping and geochemical sampling) and priority ranking.
Figure 3: Wedding Bell radiometric image (U2/Th ratio) draped over DEM showing
structural interpretation from magnetics data relative to priority uranium
anomalies in red, green, and light blue.
The Vanadium King Project, Utah within the Thompson uranium district of Utah
is a greenfield exploration project with no historic workings. The project
area is predominantly covered by Cretaceous Mancos Shales, with the targeted
prospective uranium and vanadium lithologies (Brushy Basin and Salt Wash
Sandstone, Morrison Formation) at approximately 100m below the surface (based
on historic oil wells drilled in the project area). The principal objective of
the heliborne magnetics was to delineate faults or key structures that may
control underlying potential uranium mineralisation, with any associated
radiometric anomalies representing leakage from a discrete uranium source
undercover. The interpretation is preliminary and ongoing at this stage and
will be reviewed in conjunction with ground truthing. Drilling preparations
are now underway for follow-up drilling from the successful 2022 campaign at
Section 23, Rim Rock, and Groundhog prospects.
COPPER PROJECTS - SOUTH AUSTRALIA
Thor holds direct and indirect interests in over 400,000 tonnes of Inferred
copper resources (Table A, B, & C) in South Australia, via its 80% farm-in
interest in the Alford East copper project and its 30% interest in
EnviroCopper Ltd (Alford West and Kapunda Projects) (Figure 5). Each of these
projects is considered by Thor directors to have significant growth potential,
and each is being advanced towards development via low-cost, environmentally
friendly In-Situ Recovery (ISR) techniques (Figure 6).
For further information on ISR please refer to this link for an informative
video: www.youtube.com/watch?v=eG_1ZGD0WIw
(http://www.youtube.com/watch?v=eG_1ZGD0WIw)
Figure 4: Alford East, Alford West & Kapunda Location Map (left) and
Alford Copper Belt (right)
ALFORD EAST COPPER-GOLD PROJECT - SOUTH AUSTRALIA (SA)
The Alford East Copper-Gold Project is located on EL6529, where Thor is
earning up to an 80% interest from unlisted Australian explorer Spencer Metals
Pty Ltd, covering portions of EL6255 and EL6529 (AIM: 20 November 2020).
The Project covers the northern extension of the Alford Copper Belt, located
on the Yorke Peninsula, SA (Figure 4). The Alford Copper Belt is a
semi-coherent zone of copper-gold-REE oxide mineralisation, within a
structurally controlled, north-south corridor consisting of deeply kaolinised
and oxidised troughs within metamorphic units on the edge of the Tickera
Granite, Gawler Craton, SA.
Utilising historic drill hole information, Thor completed an Inferred Mineral
Resource Estimate (MRE), with summaries in Table A (AIM: 26 January 2021),
consisting of:
§ 125.6Mt @ 0.14% Cu containing 177,000t of copper
§ 71,500oz of contained gold
Rare Earth Element Drill Results:
A review of the Alford East Project geochemical data, in particular, the
drilling results (https://www.londonstockexchange.com/news-article/THR/alford-east-high-grade-rare-earth-discovery/15931534)
from Thor's 2021 maiden drilling program (ASX/AIM: 22 February 2022), highlighted shallow high-grade REE results associated with the oxide copper-gold mineralisation (Figure 5).
Significant REE drill intercepts (>500ppm TREO 1 ) include:
§ 21AED005: 36.7m @ 1568ppm (0.16%) TREO &
1.2% Cu from 6.3m,
including 11.8m @ 2095 ppm
(0.21%) TREO and 1.2% Cu from 10m, and
11m @ 2088ppm (0.21%) TREO and 0.8% Cu from 47m,
including 2m @ 5042ppm (0.5%)
TREO from 47m
§ 21AED002: 11.6m @ 1699ppm (0.17%) TREO and
0.26% Cu from 30.4m,
including 6.1m @ 2262ppm
(0.22%) TREO from 34.0m
§ 21AED001: 16.8m @ 1721ppm (0.17%) TREO and
0.5% Cu from 91.4m
§ 21AED006: 29m @ 959ppm (0.1%) TREO from 20m,
and
6.1m @ 1171ppm (0.12%) TREO and 0.1% Cu from 81m,
including 1.7m @ 3139ppm (0.31%) TRE0 from 84.3m
§ 21AED004: 13.1m @ 1366ppm (0.14%) TREO and
0.5% Cu from 42.8m,
including 1.4m @ 2274ppm (0.23%) TREO from 35m
§ 21AED007: 15m @ 961ppm (0.1%) and 0.12% Cu
from 13m,
including 1.0m @ 2213ppm
(0.22%) TREO from 19m
These wide zones of enriched REE occur in kaolin altered, oxide zones of
IOCG-style mineralisation.
Three drill hole cross-sections (Figure 5. Figure 6, Figure 7 and Figure 8),
illustrate the REE mineralisation with the copper intercepts within the
Mineral Resource Estimate (MRE) AE-5 area (Figure 5), where Thor in 2021
drilled 9 HQ diamond drillholes whilst targeting oxide copper mineralisation.
The proximity to the key structure on the eastern side of the sections
suggests the REE mineralisation is structurally controlled and associated with
significant metasomatic alteration and deep weathering or kaolinisation of
host rocks.
The kaolin association may represent an ionic style of REE mineralisation, a
highly valuable REE deposit class, often characterised by favourable low-cost
metallurgical recovery compared with many other types of REE deposits.
This zone of oxide mineralisation lies in the Alford Copper Belt, which in
this area, is a structurally controlled, east-west and north-south corridor
consisting of deeply kaolinised and oxidised troughs within unweathered
metamorphic units, on the edge of the Tickera Granite (Figure 1), Gawler
Craton, SA.
Figure 5: MRE Mineralisation Domains (left); Domain AE-5 showing drillhole
collars (right)
Figure 6: Cross Section 6256360mN showing REE (TREO) intercepts with copper
mineralisation.
Figure 7: Cross Section 6256440mN showing REE (TREO) intercepts with copper
mineralisation.
Figure 8: Cross Section 6256600mN showing REE (TREO) intercepts with copper
mineralisation.
In conjunction with the technical assessment, Thor will continue ongoing
stakeholder and community engagement, and regulatory activities.
ENVIROCOPPER COPPER PROJECTS - SOUTH AUSTRALIA
Thor holds a 30% equity interest in the private Australian company,
EnviroCopper Limited ("ECL"). In turn, ECL has entered into an agreement to
earn, in two stages, up to 75% of the rights over metals which may be
recovered via In-Situ Recovery (ISR) contained in the Kapunda deposit from
Australian listed company, Terramin Australia Limited ("Terramin" ASX: "TZN"),
and rights to 75% of the Alford West copper project comprising the northern
portion of exploration licence EL5984, held by Andromeda Metals Limited
(ASX:ADN).
Information about EnviroCopper Limited and its projects can be found on the
EnviroCopper website (http://www.envirocopper.com.au/) .
ALFORD WEST
Alford West is located on the Yorke Peninsula, to the south of Thor's Alford
East Project (Figure 4). Based on substantial historic drilling, a Mineral
Resource Estimate (MRE) was completed in 2019 (AIM/ASX: 15 August 2019) on
several of the deposits at Alford West, totalling 66.1 million tonnes (MT)
grading 0.17% copper (Cu), containing 114,000 tonnes of contained copper,
using a cut-off grade of 0.05% Cu (Table B).
As part of its South Australian Government Accelerated Discovery Initiative
grant (up to A$30,000), ECL carried out an Ambient Noise Tomography (ANT)
survey
(https://www.londonstockexchange.com/news-article/THR/alford-west-project-survey-results/15917600)
over a portion of the Alford West project using ExoSphere by Fleet® (Figure
9). This technology is a particularly low-impact form of exploration and uses
environmental vibrations in the ground, caused by ocean waves, weather or
traffic, to analyse the earth's make-up down to 2000m depth.
The survey delineated the deep weathered "trough" like structures in the survey area, that host the oxide copper-gold mineralisation within the Alford Copper Belt (Figure 9). With further processing and modelling, it may be possible to highlight mineralised zones within these structures.
The subsurface ANT results will be integrated with information that has been historically gathered by traditional air core and diamond drilling. This will result in drill targets with the potential for higher-grade oxide copper-gold mineralisation.
Figure 9: 3D model showing the deeply weathered "trough" structure, host to
oxide copper-gold mineralisation in the Alford Copper Belt.
KAPUNDA
The Kapunda ISR Copper-Gold Project is located approximately 90 kilometres
north north-east of Adelaide, SA (Figure 4). Terramin and ECL have estimated a
combined Resource of 47.4 million tonnes at 0.25% copper containing 119,000
tonnes of copper using a 0.05% copper cut-off, summarised in Table C. This
Resource estimate is only in respect of that part of the Kapunda
mineralisation that is considered amendable to ISR (copper oxides and
secondary copper sulphides) and only reports mineralisation that is within 100
metres of the surface (ASX:TZN - 12 February 2018).
Test work to date has demonstrated that both copper and gold are recoverable,
using a range of lixiviants, from historical drill samples, and that the
ground conditions will allow the flow of fluids necessary for ISR production.
In August 2022, OZ Minerals Limited (ASX:"OZL") entered into an agreement to
fund technical investigations into ISR technology at the Kapunda copper-gold
ISR Project (AIM/ASX: 9 August 2022).
OZL's Think & Act Differently innovation team, through OZ Exploration Pty
Ltd, a subsidiary of OZL, has committed AUD $2.5m over 18 months to
investigating the potential economic extraction of copper via ISR at the
Kapunda Project (the "Research Agreement"). This funding expands on previous
work by ECL in cooperation with CSIRO and the University of Adelaide under a
CRC-P grant (Commonwealth Research Centre Project). Any resulting IP from the
Research Agreement will be owned by ECL, and a license will be granted to OZL
which will be worldwide, perpetual, assignable, irrevocable, and royalty-free.
Funding is non-dilutive to Thor's 30% interest in ECL.
ECL has now received approvals from the Government of South Australia to
commence in-situ Site Environmental Lixiviant Trials (SELT) (AIM/ASX: 13
September 2023).
The purpose of the lixiviant trials is to assess the solubility of copper
mineralisation, and therefore copper recovery, using a specially designed
solution called a lixiviant under in-situ conditions. The first stage
involving injecting and extracting a tracer solution (Sodium Bromide - NaBr)
from the same well successfully demonstrated the hydraulic connectivity
between the observation and environmental monitor well network. ECL will now
commence the next stage involving injecting and extracting lixiviant from the
same well to test copper solubility from the mineralisation.
Key outcomes anticipated from lixiviant trials:
1. Hydraulic connectivity between wells
2. Copper solubility and recovery
3. Establish lixiviant and time parameters for design of the
Site Environmental Lixiviant Trials (SELT).
Photo 3: Push-Pull Tracer Trials at Kapunda
RAGGED RANGE (GOLD, COPPER, LITHIUM & NICKEL) - WESTERN AUSTRALIA
The Ragged Range Project, located in the highly prospective Eastern Pilbara
Craton, Western Australia, is 100% owned by Thor Energy - E46/1190, E46/1262,
E46/1355, E46/1340, plus the recently granted E46/1393 (Figure 10). The
Project is adjacent to significant gold resources, including De Greys Hemi
gold project and two of the world's largest and globally significant spodumene
deposits at Wodgina (Mineral Resources Ltd) and Pilgangoora (Pilbara
Minerals).
Since acquiring the project, Thor has conducted several geochemical and
geophysical programs defining several priority gold, nickel, lithium and
copper prospects: including the Sterling Prospect 13km gold corridor, Krona
nickel gossan prospect, Kelly's copper-gold prospect and the favourable
lithium area to the north around the Split Rock Supersuite (Figure 10).
Details of the projects may be found on the Thor website
(https://thorenergyplc.com/projects/ragged-range-project/) .
Figure 10: Location Map showing Ragged Range and tenement licence area.
STERLING PROSPECT
A second follow-up drilling program at Sterling Prospect was completed in July
2022 comprising 48 reverse circulation holes totalling 3,120m
(https://www.londonstockexchange.com/news-article/THR/ragged-range-3-120m-rc-drilling-program-completed/15533765)
, including one drillhole at Krona Prospect, Ragged Range Project (Figure 10).
This second phase of drilling tested interpreted dilational zones (potential
trap sites for mineralisation and the potential source of the gold anomalies
found in stream and soil samples). Surface anomalism is associated with a
series of faults and folds, subparallel or at a low angle to the regional
thrust faulted contact (Norman Cairns Fault) between the Euro Basalt and the
Dalton Suite ultramafics (Figure 10).
Drilling intercepted key zones of sericite-sulphide-quartz alteration, with
anomalous gold up to 6m @ 0.16 g/t Au at the southern end of the prospect.
Although the tenure of the gold result is low these results demonstrate gold
is present in the system and warrant following up with detailed structural and
geochemical mapping.
Photo 4: RC drilling at Sterling Prospect
KRONA PROSPECT - Nickel Gossan
The Krona nickel gossan (Figure 10) was initially identified by the Western
Australian Geological Survey on the Split Rock 1:100K mapping explanatory
notes (Bagas et al., 2004), with Thor undertaking a mapping and sampling
program in mid-2020 (AIM/ASX: 31 July 2020). The gossan extends over 1km x
100m and sits at the base of the Dalton Suite (ultramafic units), adjacent to
the older Felsic Volcanics of the Wyman Formation (Figure 10 and Photo Plate
5). This position of the gossan at the base of the ultramafic contact is
significant from a geological nickel-sulphide model perspective.
A high-powered Fixed Loop Electromagnetics (FLEM) ground geophysics survey was
completed over the Krona Prospect in June 2022, covering the full extent of
the nickel gossan (AIM/ASX: 17 June 2022). The survey over the gossan was
designed to detect conductive anomalies at a depth that may indicate the
presence of massive nickel-copper sulphide mineralisation to constrain initial
drill testing. The single loop FLEM survey over the Krona prospect identified
a conductor at the southern end of the gossan (Figure 11). The conductor was
modelled as a shallow flat-lying feature approximately 100m deep and is
consistent with sulphides. The shallow (100m) conductor gave Thor a clear
drill target, which was subsequently drill-tested in July 2022 as part of the
RC program at the adjacent Sterling Prospect.
The drillhole intersected 66m @ 0.19% Nickel from 81m, however with minimum
sulphides, hitting the edge of the FLEM conductor. This hole was cased in
preparation for a Downhole Electromagnetic Survey ("DHEM") survey which was
completed in August 2022. The DHEM geophysics survey revealed an off-hole
conductor at around 85m consistent with sulphides and warrants drill testing
to validate.
Figure 11: Krona Prospect showing Electromagnetic conductor beneath Nickel
Gossan and the drillhole
Photo Plate 5: Krona Nickel Gossan
Lithium Prospectivity
The Pilbara Craton is highly prospective for lithium-caesium-tantalum (LCT)
enriched pegmatites and hosts two large and globally significant spodumene
deposits at Wodgina (Mineral Resources Ltd) and Pilgangoora (Pilbara
Minerals).
Kelly's Prospect - Gold/Copper
The Kelly's area covers several historic copper-gold and copper-base metals
mines and prospects. The copper mineralisation is associated with the dacitic
Boobina Porphyry, close to the margin of the Corunna batholith, and intrudes
the Kelly greenstone belt (Figure 12).
At Kelly's Mine, historic production between 1955-1970, although small, was of
very high grade - 610t of ore averaging 19.47% Cu (Figure 10 and Figure
12).(1)
Historical exploration has been sporadic, with no systematic approach over the
Kelly's area. Thor will be targeting areas of mineralisation, zones of
alteration, shears/faults and zones of brecciation.
A small reconnaissance drilling program
(https://www.londonstockexchange.com/news-article/THR/ragged-range-exploration-update/15687809)
included six holes along Kelly's Ridge, two below the historic Kelly's copper
workings and two at the Kelly's NE Prospect (Figure 12).
Drilling at Kelly's Ridge was designed to test below the high-grade rock
chips, returning up to 15g/t Au and 535g/t Ag along the 1km silicified ridge
at the contact between the Boobina Porphyry and Euro Basalt, as well as
testing below and along strike of the historic drillhole (DDHK2(1)) that
intersected 1.5m @ 22.97g/t gold, located at the porphyry-basalt contact
(Figure 12 and Photo Plate 6). The recent drillholes appear to have stopped
short of fully testing the targeted contact, with follow-up drilling proposed
angled from the west to east.
Beneath the historic Kelly's copper workings, copper was intercepted with
anomalous gold and silver warranting further review.
At the Kelly's NE Prospect, high-grade gold (up to 7.2g/t Au) and copper (up
to 13.6 % Cu) identified in rock chips (AIM/ASX: 7 December 2022) was tested
by two drillholes, 22RRRC057 and 22RRC058. Wide intersections of low-grade
copper were intersected in the first hole from shallow depth with moderate
grade intercepts in the second hole both at surface and at depth. Surprisingly
the tenor of gold with the copper is subdued, from assays received to date,
compared to the surface rock chips.
Significant results received to date include (greater than 0.1% Cu and 0.1 g/t
Au):
Kelly's Ridge
· 22RRRC049: 1m @ 0.91 g/t Au from 40m
· 22RRRC052: 1m @ 0.15g/t Au and 1.6% Zn from
196m
Kelly's Mine
· 22RRRC056: 8m @ 1.31% Cu and 0.1g/t Au from 4m
(22RRRC056), including
3m @ 2.9% Cu, 0.17g/t Au and 39g/t Ag from 7m
Kelly's NE
· 22RRRC057: 4m @ 0.13% Cu from 20m
· 22RRRC058: 19m @ 0.15% Cu from 8m, including
3m @ 0.24% Cu from 24m, and
3m @ 0.29% Cu, 0.12g/t Au, 8.5g/t Ag, 1.1% Pb, and 0.25% Zn from 133m
The Ragged Range project is underexplored, therefore Thor is progressively
assessing targets across the tenure for drill testing, focusing on Gold,
Nickel, Lithium and Copper.
Reference:
(1) https://www.mindat.org/loc-122951.html
(https://www.mindat.org/loc-122951.html)
Figure 12: Kelly's Prospect, highlighting proposed drill collars and gold in
rock chips.
Photo Plate 6: Kelly's Prospect Ridge
MOLYHIL TUNGSTEN PROJECT - NORTHERN TERRITORY
The 100% owned Molyhil tungsten-molybdenum-copper project is located 220 km
north-east of Alice Springs (320km by road) within the prospective
polymetallic province of the Proterozoic Eastern Arunta Block in the Northern
Territory (Figure 13).
The project consists of two adjacent outcropping iron-rich skarn bodies, the
northern 'Yacht Club' lode and the 'Southern' lode. Both lodes are marginal to
a granite intrusion; both lodes contain scheelite (CaWO(4)) and molybdenite
(MoS(2)) mineralisation. Both the outlines of the lodes and the banding within
the lodes strike approximately north and dip steeply to the east.
In November 2022
(https://www.londonstockexchange.com/news-article/THR/farm-in-funding-agreement-molyhil-project/15728495)
, Thor through its wholly-owned subsidiary Molyhil Mining Pty Ltd ("Molyhil"),
signed a Heads of Agreement ("HOA") with ASX-listed mineral exploration and
development company Investigator Resources Limited (ASX: "IVR") to fund the
accelerated exploration of Thor's 100%-owned Molyhil tenements (the
"Tenements"), in the Northern Territory and the sale of Thor's interest in the
Bonya tenement (EL29701).
Figure 13: Location Map
Highlights:
§ HOA signed with IVR, through its wholly-owned subsidiary Fram Resources Pty
Ltd ("Fram"), for Fram's earn-in and the creation of a new joint venture to
accelerate the exploration of the Molyhil tenements. For further details,
refer to Note 7 of the Annual Financial Statements.
§ Fram to earn-in, via a 3-stage process, to 80% interest in the Tenements and acquire Thor's 40% interest in the Bonya tenement (EL29701).
§ Fram will provide expenditure for a total value of up AUD$8m to explore for
minerals within the Tenements and manage the joint venture exploration
activities. If a Mineral Resource (in accordance with JORC 2012) is defined,
the joint venture will develop and exploit such a resource, if it is
economically feasible to do so.
§ Thor is to receive up to a total of AUD$100,000 in cash and AUD$500,000 of
Investigator Resources shares through the reduction of its holding in the
Tenements, via Fram's three-stage earn-in, and the sale of Thor's interest in
the Bonya tenement.
§ If Fram does not complete the required commitments of stage 1 by the agreed
commitment date, Fram must pay any shortfall amount of the committed
expenditure to Molyhil to satisfy the requirements.
§ The agreement enables Thor to focus on its priority USA Uranium assets and
the multi-commodity Ragged Range Project, while retaining an interest in the
Molyhil Project.
BONYA (TUNGSTEN, COPPER, VANADIUM) - NORTHERN TERRITORY
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 (Figure 14).
The joint venture reported a maiden resource estimate in March 2020 for the
White Violet and Samarkand deposits (Table E and F).
The sale of Thor's 40% portion of the Bonya tenement (EL29701) is part of the
Molyhil Farm-in Agreement with Investigator Resources.
Figure 14: Showing Bonya prospects in proximity to Molyhil
Details of the projects may be found on the Thor website
(https://thorenergyplc.com/projects/uranium-vanadium-projects-usa/) .
SPRING HILL GOLD PROJECT - NORTHERN TERRITORY
In September 2020, the Company announced the AUD$1m sale of its royalty
entitlement from the Spring Hill gold project in the Northern Territory. The
sale agreement provides for receipt of AUD$400,000 on completion (received),
followed by two production milestone payments of AUD$300,000 each.
JORC (2012) Compliant Mineral Resources and Reserves
Table A: Alford East Mineral Resource Estimate (Reported 22 January 2021)
Domain Tonnes (Mt) Cu % Au g/t Contained Cu (t) Contained Au (oz)
AE_1 24.6 0.12 0.021 30,000 16,000
AE_2 6.8 0.13 0.004 9,000 1,000
AE_3 34.9 0.09 0.022 33,000 25,000
AE_4 8.0 0.11 0.016 8,000 4,000
AE_5 11.0 0.22 0.030 24,000 11,000
AE-8 31.3 0.19 0.008 61,000 8,000
AE-7 7.7 0.14 0.025 10,000 6,000
AE-6 1.3 0.13 0.011 2,000 500
Total 125.6 0.14 0.018 177,000 71,500
Notes:
· Thor is earning up to 80% interest in oxide material from Spencer
Metals
· MRE reported on oxide material only, at a cut-off grade of 0.05%
copper which is consistent with the assumed ISR technique.
· 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: Alford West Copper Mineral Resource Estimate (Reported 15 August
2019)
Resource Classification COG (Cu %) Deposit Volume (Mm3) Tonnes (Mt) Cu (%) Cu metal (tonnes) Au (g/t) Au (Oz)
Inferred 0.05 Wombat 20.91 46.5 0.17 80,000
Bruce 5.51 11.8 0.19 22,000
Larwood 3.48 7.8 0.15 12,000 0.04 10,000
Total 29.9 66.1 0.17 114,000
Notes:
· EnviroCopper is earning a 75% interest in this resource, and Thor
holds 30% equity in EnviroCopper.
· All figures are rounded to reflect the appropriate levels of
confidence. Apparent differences may occur due to rounding.
· Cut-off grade used of 0.05% Cu.
· The Company is not aware of any information or data which would
materially affect this previously announced resource estimate, and all
assumptions and technical parameters relevant to the estimate remain
unchanged.
Table C: Kapunda Resource Summary 2018 (Reported 12 February 2018)
Resource Copper
Mineralisation Classification MT Grade % Contained Cu (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 is earning a 75% interest in this resource, and Thor
holds 30% equity in EnviroCopper.
· All figures are rounded to reflect the appropriate levels of
confidence. Apparent differences may occur due to rounding.
· Cut-off of 0.05% Cu.
· The Company is not aware of any information or data which would
materially affect this previously announced resource estimate, and all
assumptions and technical parameters relevant to the estimate remain
unchanged.
Table D: Molyhil Mineral Resource Estimate (Reported March 31, 2021)
Classification '000 WO(3) Mo Cu Fe
Tonnes
Grade % Tonnes Grade % Tonnes Grade % Tonnes Grade %
Measured 464 0.28 1,300 0.13 600 0.06 280 19.12
Indicated 2,932 0.27 7,920 0.09 2,630 0.05 1,470 18.48
Inferred 990 0.26 2,580 0.12 1,170 0.03 300 14.93
Total 4,386 0.27 11,800 0.10 4,400 0.05 2,190 17.75
Notes:
· All figures are rounded to reflect the appropriate level of
confidence. Apparent differences may occur due to rounding.
· Cut-off of 0.07% WO3.
· 100% owned by Thor Energy Plc, subject to the farm-in Agreement
with Investigator Resources.
· To satisfy the criteria of reasonable prospects for eventual
economic extraction, the Mineral Resources have been reported down to 200 m RL
which defines material that could be potentially extracted using open pit
mining methods.
Table E: Bonya Tungsten Mineral Resources (announced 29 January 2020)
Oxidation Tonnes WO(3) Cu
% Tonnes % Tonnes
White Violet Inferred Oxide 25,000 0.41 90 0.16 40
Fresh 470,000 0.21 980 0.06 260
Sub Total 495,000 0.22 1,070 0.06 300
Samarkand Inferred Oxide 25,000 0.11 30 0.07 20
Fresh 220,000 0.20 430 0.13 290
Sub Total 245,000 0.19 460 0.13 310
Combined Inferred Oxide 50,000 0.26 120 0.14 60
Fresh 690,000 0.21 1,410 0.08 550
Total 740,000 0.21 1,530 0.09 610
Notes:
· 0.05% WO3 cut-off grade.
· Totals may differ from the addition of columns due to rounding.
· Thor holds 40% equity interest in this project.
· 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 F: Bonya Copper Mineral Resources (announced 26 November 2018)
Oxidation Tonnes Cu
% Tonnes
Inferred Oxide 25,000 1.0 200
Fresh 210,000 2.0 4,400
Total 230,000 2.0 4,600
Notes:
· 0.2% Cu cut-off grade.
· Totals may differ from the addition of columns due to rounding.
· Thor holds 40% equity interest in this project
· 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 financial commitments. The
Group does not use derivative financial instruments to manage interest rate
costs and, as such, no hedge accounting is applied.
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.
An example of how the Company implemented S172 can be demonstrated from the
impact of COVID-19 on Thor's operations which caused some 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 put in place standard practices to minimise the risk of COVID-19
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 was minimised where possible and the
Company retains a strict policy of staff staying at home if they feel unwell.
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, Australian and US 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 2023.
Review of Operations
The net result of operations for the year was a loss of £520,000 (2022 loss:
£1,253,000).
A detailed review of the Group's activities is set out in the Review of
Operations & Strategic 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 2023.
Review of Operations
The net result of operations for the year was a loss of £520,000 (2022 loss:
£1,253,000).
A detailed review of the Group's activities is set out in the Review of
Operations & Strategic Report.
Directors and Officers
The names and details of the Directors and officers of the company during or
since the end of the financial year are:
Alastair Clayton - Non-Executive Chairman
Alastair is a financier and geologist, has over 25 years' experience in the
mining and exploration industry, identifying, financing and developing
mineral, energy and materials processing projects in Australia, Europe and
Africa. He was previously a Director of ASX100-list Uranium Developer Extract
Resources where he represented major shareholder AIM-listed Kalahari Minerals
on the Board. He was part of the team responsible for the eventual A$2.2B sale
to CGNPC in 2012. He was also Chairman of ASX-listed Uranium Developer
Bannerman Resources Limited and was a founding Director of ASX-listed
Universal Coal which was sold to Terracom in 2021 for A$175m.
Nicole Galloway Warland - Managing Director
Ms Galloway Warland, who graduated from the University of Technology, Sydney
with a BSc (Hons) Applied Geology, has had a career spanning more than 25
years in the mining and exploration industry, working across a broad range of
jurisdictions and geological provinces in Australia, Eastern Europe and South
America.
Nicole's experience spans from grass roots exploration to project evaluation
to open cut & underground mining with a commodity focus of gold, copper,
nickel, uranium & lithium.
Mark McGeough BSc dual honours Geol/Geog, FAusIMM - Non-Executive Director
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.
Ray Ridge - BA(Acc), CA, GIA(cert)
Chief Financial Officer / Joint 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 raises, mergers and acquisitions, Financial
Services and Markets Act work, placings and admissions to AIM, AQUIS and other
regulated markets. Mr Ronaldson is currently company secretary for a number of
quoted companies including AIM listed companies.
Executive Director Service contracts
All Directors are appointed under the terms of a Directors letter of
appointment. Applicable from October 2020, each appointment provides for
annual fees of Australian dollars $50,000 for services as Directors inclusive
of the 10.5% as a company contribution to Australian statutory superannuation
scheme (11% from 1 July 2023). The agreement allows that any services supplied
by the Directors to the Company and any of its subsidiaries in excess of two
days in any calendar month, may be invoiced to the Company at market rate,
currently at A$1,000 per day for each Director.
Principal activities and review of the business
The principal activities of the Group are the exploration for and potential
development of gold, copper, uranium, vanadium, tungsten and other mineral
deposits, with a focus on uranium and energy metals that are crucial in the
shift to a 'green' energy economy.
The Group's existing exploration project portfolio comprises:
· The 100% owned Ragged Range Project in the Pilbara region of Western
Australia.
· 100% owned mineral claims in the US states of Colorado and Utah
within the Uranvan Mineral Belt, with historical high-grade uranium and
vanadium production results.
· Thor is earning an 80% interest in the Alford East Copper-Gold
Project in South Australia. The project contains copper gold oxide
mineralisation considered amenable to extraction via In Situ Recovery
techniques (ISR). Alford East has an Inferred Mineral Resource Estimate of
177,000 tonnes contained copper & 71,500 oz of contained gold.
· Thor holds 30% of EnviroCopper Limited (ECL). ECL holds 1) 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) and 2) 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).
· Thor currently holds 100% of the advanced Molyhil Tungsten-Molybdenum
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. On 24 November 2022, the Company announced the signing of a binding
Heads of Agreement with ASX-listed mineral exploration and development company
Investigator Resources Limited (ASX: IVR, "IVR"), to fund the accelerated
exploration of the Molyhil tenements, whereby IVR, has the right to earn, via
a three-stage process, up to an 80% interest in the Molyhil tenements.
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 £520,000 (2021 loss:
£1,253,000). No dividends have been paid or are proposed.
Key Performance Indicators
Given the nature of the business and that the Group is in the 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 carrying value of exploration
assets and the management of cash is the main performance indicator which is
monitored closely to ensure the group has sufficient funds to advance its
exploration assets.
Events occurring after the reporting period
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 12 September 2023, there was one disclosable interest in 3% or more of the
nominal value of the Company's shares:
· On 28 March 2023, the Company lodged in the UK a substantial holder
notice received from Damost Pty Ltd, noting an interest of 207,000,000
Ordinary Shares (held as CDIs) being 8.65% in the total ordinary shares on
issue at that time.
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 2023 or their date of resignation
if prior to 30 June 2023, were follows:
Ordinary Shares/CDIs Options
30 June 2023 30 June 2022 30 June 2023 30 June 2022
Alastair Clayton - - 8,000,000 8,000,000
Nicole Galloway Warland 1,250,000 250,000 16,000,000 16,000,000
1,956,765 1,861,765 8,000,000 8,000,000
Mark McGeough
Directors' Remuneration
The remuneration arrangements in place for directors and other key management
personnel of Thor Energy 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$50,000 per
annum, and UK based directors are paid the GBP equivalent of A$50,000 at an
agreed average foreign exchange rate, with the exception of Ms Nicole Galloway
Warland who received a salary in her respective executive role, no further
fees were payable to Ms Galloway Warland as 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.
2023 Salary and Fees Shares issued Post Employment Super Total Fees for Services rendered Short-term employee benefits Options Total Benefit
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Directors
Alastair Clayton 28 - - 28 28 - 28
Nicole Galloway Warland 130 - 14 144 144 - 144
Mark McGeough 31 - 3 34 34 - 34
Key Personnel
Ray Ridge 41 - - 41 41 6 47
2023 Total 230 - 17 247 247 6 253
2022 Salary and Fees Shares issued Post Employment Super Total Fees for Services rendered Short-term employee benefits Options Total Benefit
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Directors
Alastair Clayton 21 - - 21 21 52 73
Mark Potter 29 - - 29 29 52 81
Nicole Galloway Warland 127 - 13 140 140 79 219
Mark McGeough 25 - 2 27 27 52 79
Michael Billing 19 - 1 20 20 - 20
Key Personnel
Ray Ridge 46 - - 46 46 6 52
2022 Total 267 - 16 283 283 241 524
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:
2023 Meetings held whilst in Office Meetings attended
Alastair Clayton 7 7
Nicole Galloway Warland 7 7
Mark McGeough 7 7
Corporate Governance
The Board have chosen to apply the ASX Corporate Governance Principles and
Recommendations (ASX Corporate Governance Council, 4(th) 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 Managing Director 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
https://thorenergyplc.com/about-us/#corporate-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.thorenergyplc.com
(http://www.thorenergyplc.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 regards to the
environment.
Employment Policies
The Group will be committed to promoting policies which ensure that high
calibre employees are attracted, retained and motivated, to ensure the ongoing
success for the business. Employees and those who seek to work within the
Group are treated equally regardless of gender, age, marital status, creed,
colour, race or ethnic origin.
Health and Safety
The Group's aim will be to achieve and maintain a high standard of workplace
safety. In order to achieve this objective, the Group will provide training
and support to employees and set demanding standards for workplace safety.
Payment to Suppliers
The Group's policy is to agree terms and conditions with suppliers in advance;
payment is then made in accordance with the agreement provided the supplier
has met the terms and conditions. Under normal operating conditions, suppliers
are paid within 60 days of receipt of invoice.
Political Contributions and Charitable Donations
During the period the Group did not make any political contributions or
charitable donations.
Annual General Meeting ("AGM")
This report and financial statements will be presented to shareholders for
their approval at the AGM. The Notice of the AGM will be distributed to
shareholders together with the Annual Report.
Auditors
A resolution to reappoint PKF Littlejohn LLP will be considered at the
Company's next Annual General Meeting expected to be held mid to late November
2023.
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 2023. The Directors have prepared cash flow forecasts for the period
ending 30 September 2024 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.
The Directors expect that further funds can be raised and it is appropriate to
prepare the financial statements on a going concern basis, however there can
be no certainty that any fundraise will complete. These conditions indicate
existence of a material uncertainty related to events or conditions that may
cast significant doubt about the Group's ability to continue as a going
concern, and, therefore, that it may be unable to realise its assets and
discharge its liabilities in the normal course of business. These financial
statements do not include the adjustments that would be required if the Group
could not continue as a going concern.
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 group and parent company
financial statements for each financial year. Under that law the Directors
have prepared the group and parent company financial statements in accordance
with and UK-adopted international accounting standards. 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 group and
parent company and of the profit or loss of the group and the parent company
for that period. In preparing those financial statements, the Directors are
required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and accounting estimates that are reasonable and
prudent;
· state whether applicable UK-adopted international accounting standards
have been followed, subject to any material departures disclosed and explained
in the financial statements; and
· prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the group and the parent company 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 28 September
2023.
Alastair Clayton Ray Ridge
Non-Executive Chairman Chief Financial Officer
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THOR ENERGY PLC
Opinion
We have audited the financial statements of Thor Energy Plc (the 'parent
company') and its subsidiaries (the 'group') for the year ended 30 June 2023
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 significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
UK-adopted international accounting standards.
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 2023 and of the group's and parent
company's loss for the year then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards; 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 1c in the financial statements, which indicates that
conditions exist that may cast doubt on the group's and parent company's
ability to continue as a going concern. The group incurred a net loss of
£0.5m, had net cash outflows from operating activities of £0.620m in the
year and has cash resources of £0.898m as at the year-end. Based on cash flow
forecasts prepared by management, all current cash resources will be used
prior to the 12 months period from the date on which these financial
statements are approved and thus the group and parent company will be required
to raise additional funds.
As stated in note 1c, these events or conditions, along with the other matters
as set forth in note 1c, indicate that a material uncertainty exists that may
cast significant doubt on the company's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
· Discussions with management of their assessment of the Group's
ability to continue as a going concern
· Assessing the reasonableness of projected cashflow and working
capital assumptions; and
· Critically evaluating the revenue and cost projections underlying the
cashflow model.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The concept of materiality is applied by the auditor both in planning and
performing the audit, and in evaluating the effect of identified misstatements
on the audit and of uncorrected misstatements on the financial statements and
in forming the opinion in the auditor's report. Misstatements, including
omissions, are considered to be material if they, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial statements.
Materiality for the group financial statements as a whole was £150,000 (2022:
£148,00) with performance materiality set at £105,000 (2022: £103,600),
being 70% (2022: 70%) of group materiality. Materiality for the financial
statements as a whole was based upon 1.0% (2022: 1.0%) of the group's gross
assets.
In determining group materiality, we deemed assets to be the main driver of
the business as the group is in the exploration stage with no revenue
currently being generated. In determining performance materiality, the
significant judgements made were our experience with auditing the financial
statements of the group in previous years, the number and quantum of
identified misstatements in the prior year audit and management's attitude
towards correcting misstatements identified.
We agreed with those charged with governance that we would report all
individual audit differences identified for the group during the course of our
audit in excess of £7,500 (2022: £7,400) together with any other audit
misstatements below that threshold that we believe warranted reporting on
qualitative grounds.
Materiality applied to the parent company's financial statements was £120,000
(2022: £120,000) with performance materiality set at £84,000 (2022:
£84,000), being 70% of the parent company's materiality.
The benchmark for materiality of the parent company was 0.8% (2022: 0.8%) of
the parent company's gross assets. The significant judgements used by us in
determining this were that total assets are the primary measure used by the
shareholders in assessing the performance of the parent company. The
percentage applied to this benchmark has been selected to bring into scope all
significant classes of transactions, account balances and disclosures relevant
for the shareholders, and also to ensure that matters that would have a
significant impact on the reported result were appropriately considered.
In determining performance materiality for the parent company, the significant
judgements made were our experience with auditing the financial statements of
the parent company in previous years based on the number and quantum of
identified misstatements in the prior year audit and management's attitude to
correcting misstatements identified.
We agreed those charged with governance that we would report all individual
audit differences identified for the parent company during the course of our
audit in excess of £6,000 (2022: £6,000) together with any other audit
misstatements below that threshold that we believe warranted reporting on
qualitative grounds.
Our approach to the 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 judgement by the
directors and considered future events that are inherently uncertain such as
the carrying value of the exploration intangible assets.
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 by the directors that represented a risk of
material misstatement due to fraud. Exploration and evaluation activities take
place within the subsidiaries based in Australia and this is also the location
of the accounting function.
Of the group's 6 components, including the parent company, 2 were subject to
full scope audits for group purposes, a targeted scope review was performed on
a further 3 components assessed as material and the remaining component was
subject to analytical review as it was not significant or material to the
group.
The components not subject to full scope audits contained only balances that
eliminated on consolidation, or specific balances material to the financial
statements. The parent company was audited separately to the materiality level
noted above.
All work with respect to the components has been performed 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 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.
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. 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.
Key Audit Matter How our scope addressed this matter
Valuation of intangible fixed assets (refer to Note 7)
The group holds exploration and evaluation assets with a carrying value of Our work included the following:
£12.7m which relates to the Molyhill Mine and Bonya tenements in the Northern
Territory of Australia and the Ragged Range Pilbara Project in Western
Australia.
· Obtaining the impairment assessment, where required, prepared by
management and reviewing for reasonableness;
The carrying value and recoverability of these assets are tested annually for · Obtaining the current exploration licences and ensuring that they
impairment. The estimated recoverable amount of this balance is subjective due remain valid;
to the inherent uncertainty involved in the assessment of exploration
projects. · Making enquiries of management over the future plans for each license
including obtaining cashflow projections where necessary and corroborating to
As a result, there is a risk that the valuation of intangible fixed assets is minimum spend requirements attached to licences;
materially incorrect.
· Reviewing for 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 for
accuracy and that they are in accordance with IFRS disclosure requirements.
Valuation of parent company's investment in, and loans to, subsidiaries (refer
Note 8a & 8b)
The carrying value of the net investment in, and loans to, subsidiaries are Our work included:
£14.0m. and is dependent on the value of the underlying assets. The
valuation of the exploration projects and other assets held by the · Confirmation of ownership of investments;
subsidiaries is based on judgments and estimates made by the Directors. The
exploration projects are at an early stage of exploration and therefore there · Reviewing the value of the net investment in subsidiaries against the
are continued risks pertaining to the successful development as well as the underlying assets, including exploration projects and other assets held by the
assessment of the commercial viability of the exploration assets. There is a subsidiaries, and verifying and corroborating the judgments and estimates used
risk that the judgments and estimates made by the Directors may not be by management to assess the recoverability of investments and intercompany
reliable, which could result in a material misstatement in the carrying value receivables.
of the investments in subsidiaries and related intercompany receivables.
· Consideration of recoverability of investments by reference to
underlying net asset values;
Given the financial significance and the estimation/judgment required by · Ensured disclosures made in the financial statements in relation to
management, we have identified the risk of recoverability of receivables and critical accounting judgements are adequate; and
investments in subsidiaries as a key audit matter.
· Reviewing component auditor responses in relation to the Group's
subsidiaries, including any indications of impairment or changes in the
recoverability of the investments in each subsidiary.
Other information
The other information comprises the information included in the annual
financial report, other than the financial statements and our auditor's report
thereon. The directors are responsible for the other information contained
within the annual report. 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. 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 course of 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 this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and 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 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.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and parent company and the
sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management
and our experience of the resource exploration sector.
· We determined the principal laws and regulations relevant to the
parent company and group in this regard to be those arising from:
o Companies Act 2006;
o AIM, ASX & OTCQB listing rules;
o ASX corporate governance principles;
o Local laws and regulations in UK, Australia and USA where the group
operates; and
· We designed our audit procedures to ensure the audit team considered
whether there were any indications of non-compliance by the group and parent
company with those laws and regulations. These procedures included, but were
not limited to:
o Enquires of management
o Review of Board minutes
o Review of legal expenses
o Review of RNS announcements
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that there is a potential for management bias in relation to the
going concern of the group and the parent company and as noted above, we
addressed this by challenging the assumptions and judgements made by
management when auditing that significant accounting estimate.
· As in all of our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included,
but were not limited to: the testing of journals; reviewing accounting
estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
· As part of the group audit, we have communicated with component
auditors the fraud risks associated with the group and the need for the
component auditors to address the risk of fraud in their testing. To ensure
that this has been completed, we have reviewed component auditor working
papers in this area and obtained responses to our group instructions from the
component auditors.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(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
28 September 2023
Statements of Comprehensive Income for the year ended 30 June 2023
Consolidated Company
Note £'000 £'000 £'000 £'000
2023 2022 2023 2022
Administrative expenses (146) (112) (202) (229)
Corporate expenses (523) (624) (239) (283)
Share based payments expense (39) (285) (39) (285)
Realised gain/(loss) on financial assets 5 77 5 80
Exploration expenses (3) (27) - -
Net impairment of subsidiary loans - - (1,011) 434
Net impairment of investments - - (247) (116)
Write off/Impairment of exploration assets 7 - - - -
Operating Loss 3 (706) (971) (1,733) (399)
Interest received 4 - - -
Interest paid (3) (2) - -
Share of profit of associate, accounted for using the equity method 8d (27) - - -
Fair value adjustment on financial assets FVTPL 8c 19 (542) 19 (542)
Profit on sale of assets 129 202 129 50
Loss on the sale of investments - (11) - (11)
Sundry income 64 71 - 41
Loss before Taxation (520) (1,253) (1,585) (861)
Taxation 5 - - - -
Loss for the year attributable to the equity holders (520) (1,253) (1,585) (861)
Other comprehensive income:
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translating foreign operations (1,057) 418 - -
Other comprehensive income for the period, net of income tax (1,057) 418 - -
Loss for the year and total comprehensive loss attributable to the equity (1,577) (835) (1,585) (861)
holders
Basic & diluted loss per share attributable to the equity holders 6 (0.2)p (0.6)p
The accompanying notes form an integral part of these financial statements.
Statements of Financial Position at 30 June
2023
Co No: 05276414
Consolidated Company
Note £'000 £'000 £'000 £'000
2023 2022 2023 2022
ASSETS
Non-current assets
Intangible assets - deferred exploration costs 7 12,681 12,329 - -
Investment in subsidiaries 8a - - 71 318
Loans to subsidiaries 8b - - 13,926 12,650
Financial assets at fair value through profit or loss 8c - 395 - 395
Investments accounted for using the equity method 8d 520 589 - -
Deposits 9 105 68 - -
Right of use asset 10 59 - - -
Plant and equipment 11 51 62 - -
Total non-current assets 13,416 13,443 13,997 13,363
Current assets
Cash and cash equivalents 17 898 1,173 172 1,096
Trade receivables & other assets 12 35 236 - 11
Financial assets at fair value through profit or loss 8c 124 - 124 -
Total current assets 1,057 1,409 296 1,107
Total assets 14,473 14,852 14,293 14,470
LIABILITIES
Current liabilities
Trade and other payables 13 (115) (397) (29) (30)
Employee annual leave provision (42) (32) - -
Lease Liability 14 (24) - - -
Total current liabilities (181) (429) (29) (30)
Non-Current Liabilities
Lease Liability 14 (37) - - -
Total non-current liabilities (37) - - -
Total liabilities (218) (429) (29) (30)
Net assets 14,255 14,423 14,264 14,440
Equity
Issued share capital 15 3,850 3,812 3,850 3,812
Share premium 27,813 26,632 27,813 26,632
Foreign exchange reserve 1,035 2,092 - -
Merger reserve 405 405 405 405
Share based payments reserve 16 938 866 938 866
Retained losses (19,786) (19,384) (18,742) (17,275)
Total shareholders equity 14,255 14,423 14,264 14,440
The accompanying notes form part of these financial statements. These
Financial Statements were approved by the Board of Directors on 28 September
2023 and were signed on its behalf by:
Alastair Clayton
Ray Ridge
Non-Executive Chairman
Chief Financial Officer
Statements of Cash Flows for the year ended 30 June 2023
Consolidated Company
£'000 £'000 £'000 £'000
Note
2023 2022 2023 2022
Cash flows from operating activities
Operating Loss (706) (971) (1,733) (399)
Sundry income 64 71 - 32
Decrease/(increase) in trade and other receivables 14 (26) 11 11
(Decrease)/increase in trade and other payables (61) 10 1 (4)
Depreciation 30 15 - -
Impairment subsidiary loans - - 1,011 (434)
Impairment investments in subsidiaries - - 246 116
Share based payment expense 39 285 39 285
Exclusivity fee received in shares - (10) -
Net cash outflow from operating activities (620) (626) (425) (393)
Cash flows from investing activities
Interest received 4 - - -
Interest paid (3) (2) - -
R&D and Grants for exploration expenditure 304 216 - -
Payments for exploration expenditure (1,680) (1,634) - -
Loans to controlled entities - - (2,287) (1,701)
Payments for bonds (42) (25) - -
Purchase of property, plant & equipment (8) (60) - -
Proceeds from sale of assets 418 135 418 135
Proceeds from the sale of investments - 58 - 58
Net cash in/(out)flow from investing activities (1,007) (1,312) (1,869) (1,508)
Cash flows from financing activities
Finance lease repaid (12) (10) - -
Net issue of ordinary share capital 1,370 2,334 1,370 2,334
Net cash inflow from financing activities 1,358 2,324 1,370 2,334
Net increase in cash and cash equivalents (269) 386 (924) 433
Exchange gain on cash and cash equivalents (6) 4 - -
Cash and cash equivalents at beginning of period 1,173 783 1,096 663
Cash and cash equivalents at end of period 898 1,173 172 1,096
Major non-cash transactions
The Company has issued options to a broker for services provided as part of a
capital raising, with a value of £151,000.
Statements of Changes in Equity For the year ended 30 June 2023
Consolidated Issued share capital Share premium Retained losses Foreign Currency Translation Reserve Merger Reserve Share Based Payment Reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 2021 3,773 24,379 (18,236) 1,674 405 314 12,309
Loss for the period - - (1,253) - - - (1,253)
Foreign currency translation reserve - - - 418 - - 418
Total comprehensive (loss) for the period - - (1,253) 418 - - (835)
Transactions with owners in their capacity as owners
Shares issued 39 2,536 - - - - 2,575
Cost of shares issued - (283) - - - - (283)
Options exercised/lapsed - - 105 - - (105)
Options issued - - - - - 657 657
At 30 June 2022 3,812 26,632 (19,384) 2,092 405 866 14,423
Balance at 1 July 2022 3,812 26,632 (19,384) 2,092 405 866 14,423
Loss for the period - - (520) - - - (520)
Foreign currency translation reserve - - - (1,057) - - (1,057)
Total comprehensive (loss) for the period - - (520) (1,057) - - (1,577)
Transactions with owners in their capacity as owners
Shares issued 38 1,433 - - - - 1,471
Cost of shares issued - (252) - - - - (252)
Options exercised/lapsed - - 118 - - (118) -
Options issued - - - - - 190 190
At 30 June 2023 3,850 27,813 (19,786) 1,035 405 938 14,255
Company
Balance at 1 July 2021 3,773 24,379 (16,519) - 405 314 12,352
Loss for the period - - (861) - - - (861)
Total comprehensive (loss) for the period - - (861) - - - (861)
Transactions with owners in their capacity as owners
Shares issued 39 2,536 - - - - 2,575
Cost of shares issued - (283) - - - - (283)
Options exercised/lapsed - - 105 - - (105) -
Options issued - - - - - 657 657
At 30 June 2022 3,812 26,632 (17,275) - 405 866 14,440
Balance at 1 July 2022 3,812 26,632 (17,275) - 405 866 14,440
Loss for the period - - (1,585) - - - (1,585)
Total comprehensive (loss) for the period - - (1,585) - - - (1,585)
Transactions with owners in their capacity as owners
Shares issued 38 1,433 - - - - 1,471
Cost of shares issued - (252) - - - - (252)
Options exercised/lapsed - - 118 - - (118) -
Options issued - - - - - 190 190
At 30 June 2023 3,850 27,813 (18,742) - 405 938 14,264
Notes to the Accounts for the year ended 30 June 2023
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Energy Plc for the year ended 30 June
2023 were authorised for issue by the Board on 28 September 2023 and the
Statements of Financial Position signed on the Board's behalf by Alastair
Clayton and Ray Ridge. The Company's ordinary shares are traded on the AIM
Market operated by the London Stock Exchange, on the Australian Securities
Exchange and on the OTCQB market in the United States.
b) Statement of compliance with IFRS
The Consolidated Financial Statements of Thor Energy Plc (the "Group") have
been prepared in accordance with UK-adopted International Accounting Standards
("IAS"). These accounting policies comply with each IAS that is mandatory for
accounting periods ending on 30 June 2023.
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 ("£'000") unless otherwise stated.
The consolidated entity incurred a net loss before tax of £520,000 during the
period ended 30 June 2023, and had a net cash outflow of £1,627,000 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 2024,
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 need to be undertaken, and
based on the history of successfully raising funds, the Directors believe 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.
The Directors expect that further funds can be raised and it is appropriate to
prepare the financial statements on a going concern basis, however there can
be no certainty that any fundraise will complete. These conditions indicate
existence of a material uncertainty related to events or conditions that may
cast significant doubt about the Group's ability to continue as a going
concern, and, therefore, that it may be unable to realise its assets and
discharge its liabilities in the normal course of business. These financial
statements do not include the adjustments that would be required if the Group
could not continue as a going concern.
d) 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.
The Group applies the acquisition method of accounting to account for business
combinations where the acquisition meets the definition of a business
combination under IFRS 3. 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 and other grants are treated as an offset or
reduction of the deferred exploration costs. The amounts received in the year
ended 30 June 2023 was A$546,000 or approximately £304,000 (30 June 2022:
A$406,000 or approximately £216,000).
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. The Group's financial liabilities
include trade and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative
financial instruments entered into by the Group that are not designated as
hedging instruments in hedge relationships as defined by IFRS 9. Separated
embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities
held for trading are recognised in the statement of profit or loss and other
comprehensive income.
Trade and other payables
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.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss
and other comprehensive income.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
profit or loss and other comprehensive income.
Liabilities within the scope of IFRS 9 are classified as financial liabilities
at fair value through profit and loss or other liabilities, as appropriate.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised
initially at fair value and subsequently at amortised cost.
i) Foreign currencies
The Company's functional currency, and the Group's presentational currency, is
Sterling is Sterling ("£"). 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 Energy 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
Energy 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) 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.
l) Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value
measurements. IFRS 13 does not change when an entity is required to use fair
value, but rather provides guidance on how to measure fair value under IFRS
when fair value is required or permitted. IFRS 13 mainly impacts the
disclosures of the Company. It requires specific disclosures about fair value
measurements and disclosures of fair values.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either:
o In the principal market for the asset or liability; or
o In the absence of a principal market, in the most advantageous market for
the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in
the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical
assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on
a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes
of assets and liabilities on the basis of the nature, characteristics and
risks of the asset or liability and the level of the fair value hierarchy, as
explained above.
m) Financial assets
(i) Classification
The Group classifies its financial assets at amortised cost and at fair value
through the profit or loss. The classification depends on the purpose for
which the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition.
(ii) Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade
date at cost - the date on which the Group commits to purchasing or selling
the asset. Financial assets are derecognized when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of ownership.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised
cost or FVTOCI are measured at FVTPL. The Group holds equity instruments that
are classified as FVTPL as these were acquired principally for the purpose of
selling in the near term.
Financial assets at FTVPL, 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.
The Group measures its investments in quoted shares using the quoted market
price.
(iii) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original EIR. The expected cash flows
will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(iv) Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss. This is
the same treatment for a financial asset measured at FVTPL.
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) Lease accounting
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's weighted average incremental borrowing rate applied to the lease
liabilities is 4.58%.
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.
w) Held for sale assets
Non-current assets classified as held for sale are presented separately and
measured at the lower of their carrying amounts immediately prior to their
classification as held for sale and their fair value less costs to sell.
However, some held for sale assets such as financial assets or deferred tax
assets, continue to be measured in accordance with the Group's relevant
accounting policy for those assets. Once classified as held for sale, the
assets are not subject to depreciation or amortisation. Any profit or loss
arising from the sale of a discontinued operation or its remeasurement to fair
value less costs to sell is presented as part of a single line item, profit or
loss from discontinued operations.
x) New standards, amendments and interpretations not yet
adopted
At the date on which these Financial Statements were authorised, there were no
Standards, Interpretations and Amendments which had been issued but were not
effective for the year ended 30 June 2023 that are expected to materially
impact the Group's Financial Statements.
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)
The group assesses impairment at each reporting date by evaluating conditions
specific to the group that may lead to impairment of exploration and
evaluation assets. Where an impairment trigger exists, the recoverable amount
of the asset is determined.
The group capitalises expenditure relating to exploration and evaluation where
it is considered likely to be recoverable or where the activities have not
reached a stage which permits a reasonable assessment of the existence of
reserves. While there are certain areas of interest from which no reserves
have been extracted, the Directors are of the continued belief that such
expenditure should not be written off since feasibility studies in such areas
have not yet concluded.
· Share based payment transactions
The Group awarded options and warrants over its unissued share capital to
certain key employees and to a broker for services rendered during a capital
raise.
The valuation of these options and warrants involves making a number of
critical estimates relating to price volatility, future dividend yields,
expected life of the options and forfeiture rates. These assumptions have been
described in more detail in Note 16.
· Impairment of investments
Management assesses impairment of each investment with respect to the net
asset position of each investment. Any impairment charge recorded does not
automatically indicate that the underlying assets of the Group need to be
impaired as well.
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.
£'000 £'000 £'000 £'000
Year ended 30 June 2023 Head office/ Unallocated Australia United States Consolidated
Revenue
Sundry Income & Equity Accounting - 64 - 64
Profit/(loss) on sale investments 129 - - 129
Total Segment Expenditure (263) (449) (1) (713)
(Loss) from Ordinary Activities before Income Tax (134) (385) (1) (520)
Income Tax (Expense) - - - -
Retained (loss) (134) (385) (1) (520)
Assets and Liabilities
Segment assets - 13,550 751 14,301
Corporate assets 172 - - 172
Total Assets 172 13,550 751 14,473
Segment liabilities - (189) - (189)
Corporate liabilities (29) - - (29)
Total Liabilities (29) (189) - (218)
Net Assets 143 13,361 751 14,255
2. Revenue and segmental analysis - Group (continued)
£'000 £'000 £'000 £'000
Year ended 30 June 2022 Head office/ Unallocated Australia United States Consolidated
Revenue
Sundry Income & Equity Accounting 71 - - 71
Profit/(loss) on sale investments 202 - - 202
Total Segment Expenditure (695) (800) (31) (1,526)
(Loss) from Ordinary Activities before Income Tax (422) (800) (31) (1,253)
Income Tax (Expense) - - - -
Retained (loss) (422) (800) (31) (1,253)
Assets and Liabilities
Segment assets - 13,745 - 13,745
Corporate assets 1,107 - - 1,107
Total Assets 1,107 13,745 - 14,852
Segment liabilities - (402) - (402)
Corporate liabilities (27) - - (27)
Total Liabilities (27) (402) - (429)
Net Assets
1,080 13,343 - 14,423
3. Expenses by nature
2023 2022
£'000 £'000
Items of expenditure not otherwise disclosed on the Statement of Comprehensive
Income:
Depreciation 30 15
Auditors' remuneration - audit services 45 45
Auditors' remuneration - non audit services 8 -
Directors' emoluments - fees and salaries 206 237
Other employee and contractor costs 301 346
Director and employees costed to exploration (331) (343)
Listing costs (ASX, AIM, registry, investor relations) 273 343
Legal costs 13 33
Auditors' remuneration for audit services above includes £34,860 (2022:
£34,376) to PKF Littlejohn LLP for the audit of the Company and Group.
Remuneration to BDO for the audit of the Australian subsidiaries was £10,074
(2022: £10,637).
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 Ms Nicole Galloway
Warland, provides for annual fees of Australian dollars $50,000 for services
as Directors. In the case of Australian base Directors this annual fee is
inclusive of 10.50% (11.0% from 1 July 2023) as a company contribution to
Australian statutory superannuation schemes. The agreement allows for services
supplied by any Directors, other than Ms Nicole Galloway Warland, to the
Company and any of its subsidiaries in excess of two days in any calendar
month, can be invoiced to the Company at market rate, currently at A$1,000 per
day.
Ms Galloway Warland receives an annual full-time salary of $220,000 plus
$24,000 in superannuation benefits in her role as Managing Director. Ms
Galloway Warland does not receive additional remuneration as a Director.
(a) Details of Key Management Personnel (KMP) during the year ended 30 June
2023
(i) Chairman
Alastair Clayton Non-executive Chairman
(ii) Directors
Nicole Galloway Warland Managing Director
Mark McGeough Non-Executive Director
(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 in cash Shares Total Salary Options Total
& Fees
30 June 2023 £'000 £'000 £'000 £'000 £'000
Directors:
Alastair Clayton 28 - 28 - 28
Nicole Galloway Warland 144 - 144 - 144
Mark McGeough 34 - 34 - 34
Key Personnel:
Ray Ridge 41 - 41 6 47
Paid/Payable in cash Shares Total Salary Options Total
& Fees
30 June 2022 £'000 £'000 £'000 £'000 £'000
Directors:
Alastair Clayton 21 - 21 52 73
Mark Potter 29 - 29 52 81
Nicole Galloway Warland 140 - 140 79 219
Mark McGeough 27 - 27 52 79
Michael Billing 20 - 20 - 20
Key Personnel:
Ray Ridge 46 - 46 6 52
(c) Compensation by category Group
2023 2022
£'000 £'000
Key Management Personnel
Short-term (cash) 230 267
Share Option charges 6 241
Post-employment 17 16
253 524
(d) Equity and rights over equity instruments granted as remuneration
On 17 May 2022, 2,400,000 unlisted options were granted to Mr Ridge under the
Company's Employee Share Option Plan. These options were valued at £0.00630
per option using the Black-Scholes method. 800,000 vested immediately and were
expensed. 800,000 vested 12 May 2023 and 800,000 vest 12 May 2024 - these
options are expensed over their vesting periods.
(e) Options holdings of Key Management Personnel
The movement during the reporting period in the number of options over
ordinary shares in Thor Energy PLC held, directly, indirectly or beneficially,
by key management personnel, including their personally related entities, is
as follows:
Key Management Personnel Held at 30/6/22 or appointment date Options Granted Held at 30/6/23 or retirement date Vested and exercisable at 30/6/23
Options Granted
Alastair Clayton 8,000,000 - - 8,000,000 8,000,000
Nicole Galloway Warland 16,000,000 - - 16,000,000 16,000,000
Mark McGeough 8,000,000 - - 8,000,000 8,000,000
Ray Ridge 4,900,000 - - 4,900,000 4,100,000
Key Management Personnel Held at 30/6/21 or appointment date Options Granted (Note A) Held at 30/6/22 or retirement date Vested and exercisable at 30/6/22
Options Granted (Note B)
Alastair Clayton - 8,000,000 - 8,000,000 8,000,000
Nicole Galloway Warland 4,000,000 12,000,000 - 16,000,000 16,000,000
Mark Potter 8,000,000 8,000,000 - 16,000,000 16,000,000
Mark McGeough - 8,000,000 - 8,000,000 8,000,000
Michael Billing 9,250,000 - - 9,250,000 9,250,000
Ray Ridge 2,500,000 - 2,400,000 4,900,000 3,300,000
Notes:
A. Options granted to Directors on 22 November 2021.
B. Options issued under the Company's Employee Share Option Plan on 17
May 2022.
5. Taxation - Group
2023 2022
£'000 £'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:
2023 2022
£'000 £'000
Loss on ordinary activities before tax (520) (1,253)
Effective rate of corporation tax in the UK 25.0% 19.0%
Loss on ordinary activities multiplied by the standard rate of corporation tax (130) (238)
Effects of:
Future tax benefit not brought to account 130 238
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
2023 2022
Loss for the year (£ 000's) (520) (1,253)
Weighted average number of Ordinary shares in issue 222,800,090 201,434,141
Loss per share (pence) - basic (0.2)p (0.6)p
The basic loss per share is derived by dividing the loss for the period
attributable to ordinary shareholders by the weighted average number of shares
in issue. The weighted average number of shares for the both the years
ending 30 June 2023 and 30 June 2022 have been adjusted for the 10:1 share
capital consolidation that occurred post year end, effective 31 August 2023.
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
£'000 £'000
2023 2022
Cost
At 1 July 12,329 10,120
Exploration expenditure 1,305 1,354
Acquisitions (1) - 330
Exchange gain/(loss) (953) 525
Exploration written off - -
At 30 June 12,681 12,329
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 2023, this impairment assessment resulted in an
impairment expense of Nil (2022: Nil), and Nil in deferred exploration costs
written off (2022: Nil).
Molyhil Project Earn-in Agreement
The exploration asset at 30 June 2023 of £12,681,000 includes the carrying
value of £8,933,000 for the Molyhil Project in the Northern Territory,
Australia. On 24 November 2022, the Company announced the signing of a binding
Heads of Agreement ("HOA") with ASX-listed mineral exploration and development
company Investigator Resources Limited (ASX: IVR, "IVR"), to fund the
accelerated exploration of Thor's 100%-owned Molyhil tenements (the
"Tenements"), in the Northern Territory. IVR paid Thor an upfront cash payment
of A$100,000 upon execution of the agreement. Under the agreement, Fram
Resources Pty Ltd ("Fram"), a wholly-owned subsidiary of IVR, has the right to
earn, via a three-stage process, 80% interest in the Tenements as follows:
· Stage 1. Following exploration expenditure of A$1m within 18 months
of execution of the HOA, Fram will be entitled to a 25% interest in the
Tenements and to receive Thor's 40% interest in the nearby Bonya tenement
(EL29107). Upon the Fram's exercise of this right, a joint venture will come
into effect, with the initial interests being 25% Fram and 75% Thor. If Fram
does not exercise its right, Fram will be deemed to have withdrawn from the
HOA without earning any equity in the Tenements. On the formalisation of
Fram's 25% joint venture interest, IVR will issue Thor A$250,0000 of IVR
shares at a deemed price equal to the higher of the Volume Weighted Average
Price for the 15-day trading period immediately preceding the 25% earn-in
date, or A$0.05 per share.
· Stage 2. If Fram spend an additional A$2m on exploration on or before
the third anniversary of the JV commencement date, Fram will be entitled to
earn an additional 26% JV interest (taking Fram's total JV interest to 51%).
· Stage 3. If Fram spend a further A$5m on exploration (being in
addition to the Stage 1 and Stage 2 expenditure commitments) on or before the
sixth anniversary of the JV commencement date, Fram will be entitled to earn a
further 29% interest in the Tenements (taking Fram's total JV interest to
80%). On formalisation of Fram's 80% joint venture interest, IVR shall issue
Thor A$250,000 of IVR shares at a deemed price equal to the higher of the
Volume Weighted Average Price for the 15-day trading period immediately
preceding the 80% earn-in date, or A$0.05 per share.
8. Investments
The Company holds 20% or more of the share capital of the following companies:
Company Principal Activity Country of registration Shares held Class %
or incorporation
Molyhil Mining Pty Ltd Exploration Australia Ordinary 100
Hale Energy Pty Ltd Exploration Australia Ordinary 100
Hamersley Metals Pty Ltd Dormant Australia Ordinary 100
Pilbara Goldfields Pty Ltd Exploration Australia Ordinary 100
EnviroCopper Limited Exploration Australia Ordinary 30
American Vanadium Pty Ltd Exploration Australia Ordinary 100
Standard Minerals Inc Exploration United States Ordinary 100
Cisco Minerals Inc Exploration United States Ordinary 100
The registered office for each of the above companies incorporated in
Australia is 6 The Parade, Norwood, South Australia 5067. The registered
office of Standard Minerals Inc and Cisco Minerals Inc is 3500 Washington
Avenue, Ste 200, Houston, TX 77007, United States.
(a) Investments Subsidiary companies:
Company
£'000 £'000
2023 2022
Investment in subsidiary undertakings 2,637 2,637
Less: Impairment provision against investment (2,566) (2,319)
71 318
(b) Loans to subsidiaries:
Company
£'000 £'000
2023 2022
Loans to subsidiary undertakings 17,901 15,614
Less: Impairment provision against loan (3,975) (2,964)
13,926 12,650
The loans to subsidiaries are non-interest bearing, unsecured and are
repayable upon reasonable notice having regard to the financial stability of
the company.
(c) Financial assets at fair value through profit or loss:
Consolidated Company
£'000 £'000 £'000 £'000
2023 2022 2023 2022
Investment in Power Metal Resources Plc represented by:
Current 124 - 124 -
Non-current - 395 - 395
Total financial assets 124 395 124 395
During the first six month of the financial year, a total of 25,000,000 POW
shares were sold on market. The remaining 23,118,920 POW Shares were revalued
to fair value as of 31 December 2022 at £324,000, being revalued at LSE
closing price of £0.0140 for POW Shares on that date. A gain on revaluation
of £134,000 was recognised as a fair value adjustment through the Company's
Profit or Loss (FVTPL).
A further 6,000,000 POW shares were sold on market in June 2023. The remaining
17,118,920 POW Shares were revalued to fair value as of 30 June 2023 at
£124,000, being revalued at LSE closing price of £0.0073 for POW Shares on
that date. A revaluation decrement of (£115,000) was recognised as a fair
value adjustment through the Company's Profit or Loss (FVTPL). The total
revaluation decrement recognised at 30 December 2022 and 30 June 2023 was
(£19,000).
All of the 17,118,920 POW Shares have been sold subsequent to 30 June 2023,
for net proceeds of £117,000, realising a loss on sale of £7,000 compared to
the 30 June 2023 carrying value of £124,000.
(d) Investments accounted for using the equity method:
Consolidated Company
£'000 £'000 £'000 £'000
2023 2022 2023 2022
A reconciliation of the carrying amount of the investments in the company is
set out below:
EnviroCopper Ltd
Conversion of loan to equity 391 391 - -
Additional investment 170 170 - -
Initial cost of the equity accounted investment 561 561 - -
Share of profit of associate, accounted for using the equity method (6) 21 - -
Share of foreign currency translation reserve (35) 7 - -
520 589 - -
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).
Prior to 30 July 2020, Thor had been investing in EnviroCopper's subsidiary
ECR through convertible notes. On 30 July 2020, Thor announced the
conversion of $700,000 (£391,000) of its convertible loan to a 25% interest
in EnviroCopper Limited (ECL) and exercised its right to nominate a Board
representative. Accordingly, the investment commenced accounted for using
the equity method from the date of loan conversion to equity. On the 11
November 2020, the Company further announced that it had increased its
investment in ECR through the payment of A$300,000 (£170,000) to increase its
ownership interest to 30%.
The tables below provide summarised audited consolidated financial information
for EnviroCopper Limited and its wholly owned subsidiaries Environmental
Copper Recovery SA Pty Ltd and Environmental Metals Recovery Pty Ltd. The
information disclosed reflects the amounts presented in the financial
statements of the relevant associate and not Thor's share of those amounts.
They have been amended to reflect adjustments made by Thor when using the
equity method, including modifications for differences in accounting policies.
Summarised financial information for EnviroCopper Ltd
£'000 £'000
2023 2022
Summarised statement of financial position:
ASSETS
Current assets
Cash and cash equivalents 384 155
Other current assets 32 102
Provision for income tax 169 89
Total current assets 585 346
Non current assets
Plant and equipment 22 32
Right-of-use assets 7 19
Total non current assets 29 51
TOTAL ASSETS 614 397
LIABILITIES
Current liabilities
Trade and other payables 146 12
Contract liabilities 221 -
Current lease liabilities 8 11
Total current liabilities 375 23
Non current liabilities
Deferred tax liability 9 27
Non current lease liability - 8
Total non current liabilities 9 35
TOTAL LIABILITIES 384 58
NET ASSETS 230 339
Summarised statement of comprehensive income:
Total income 472 707
Less expenses (759) (606)
Net profit before tax (287) 101
Tax expense 197 (102)
Net profit/(loss) after tax (90) (1)
Thor's Share of Net profit/(loss) (27) -
9. Deposits
Consolidated Company
£'000 £'000 £'000 £'000
2023 2022 2023 2022
Deposits with banks and Government agencies 105 68 - -
105 68 - -
10. Right of use asset
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
£'000 £'000 £'000 £'000
2023 2022 2023 2022
(i) IFRS 16 related amounts recognised in the Statement of Financial
Position
Leased building 73 10 - -
Less: accumulated depreciation (14) (10) - -
Right of use asset 59 - - -
Movements in Carrying Amount
Opening balance - 10 - -
Initial recognition of a new office lease 73 - - -
Depreciation expense (15) (10) - -
Foreign exchange translation gain / (loss) 1 - - -
59 - - -
(ii) IFRS 16 related amounts recognised in the Statement of Comprehensive
Income/(Loss)
Depreciation charge related to right of use asset (15) (10) - -
Interest expense on lease liabilities (3) - - -
Short term lease expenses (16) (24) - -
-
(iii) Total Full Year cash out flows for leases (12) (10) - -
11. Property, plant and equipment Consolidated Company
£'000 £'000 £'000 £'000
Plant and Equipment: 2023 2022 2023 2022
At cost 127 128 - -
Accumulated depreciation (76) (66) - -
Total Property, Plant and Equipment 51 62 - -
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 62 7 - -
Additions 8 60 - -
Foreign exchange impact, net (4) - - -
Depreciation expense (15) (5) - -
At 30 June 51 62 - -
12. Trade receivables and other assets
Consolidated Company
£'000 £'000 £'000 £'000
Current 2023 2022 2023 2022
Trade and other receivables 15 196 - 9
Prepayments 20 40 - 2
35 236 - 11
At 30 June 2023 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 9.
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
Consolidated Company
£'000 £'000 £'000 £'000
2023 2022 2023 2022
Trade payables (83) (332) (23) (14)
Other payables (32) (65) (6) (16)
(115) (397) (29) (30)
The carrying amounts of trade and other payables are denominated in the
following currencies:
UK Pounds (29) (30) (29) (30)
Australian Dollars (86) (367) - -
(115) (397) (29) (30)
14. Lease liability
Consolidated Company
£'000 £'000
2023 2022
Lease Liability is represented by:
Current 24 - - -
Non-Current 37 - - -
Total Lease Liability 61 - - -
15. Issued share capital
2023 2022
£'000 £'000
Issued up and fully paid:
982,870,766 'Deferred Shares' of £0.0029 each ((1)) 2,850 2,850
7,928,958,500 'A Deferred Shares' of £0.000096 each ((2)) 761 761
2,392,912,840 Ordinary shares of £0.0001 each 239 201
(2022: 982,870,766 'Deferred Shares' of £0.0029 each, 7,928,958,500 'A
Deferred Shares' of £0.000096 each and 2,014,341,411 ordinary shares of
£0.0001 each)
3,850 3,812
Movement in share capital
2023 2022
Ordinary shares of £0.0001 Number £'000 Number £'000
At 1 July 2,014,341,411 3,812 1,625,719,488 3,773
Shares issued for cash 378,571,429 38 343,076,923 34
Shares issued for acquisitions - - 15,625,000 2
Shares issued to service providers - - 7,200,000 1
Warrants Exercised - - 22,720,000 2
At 30 June 2,392,912,840 3,850 2,014,341,411 3,812
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 £1 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 £1 and then cancelled. These deferred shares are not
quoted and carry no rights whatsoever.
Warrants and Options on issue
The following warrants (UK terminology) and options (Australian terminology)
have been granted by the Company and have not been exercised as at 30 June
2023:
Number Grant Date Expiry Date Exercise Price
20,280,000(1) 8 Jul 2020 8 Jul 2023 AUD$0.01
94,300,000(2) 8 Jul 2020 8 Jul 2023 AUD$0.01
16,000,000(3) 8 Jul 2020 8 Jul 2023 AUD$0.0095
7,500,000(4) 29 Sep 2020 28 Sep 2023 AUD$0.026
4,000,000(5) 23 Oct 2020 23 Oct 2023 GBP£0.0054
5,647,058(6) 27 Jan 2021 27 Jan 2024 GBP£0.0085
2,433,526(7) 28 May 2021 4 Mar 2024 GBP£0.010273
36,000,000(8) 22 Nov 2021 22 Nov 2025 GBP£0.13
31,250,000(9) 26 Nov 2021 25 Nov 2026 AUD$0.03
95,333,333(10) 22 Dec 2021 20 Dec 2023 AUD$0.02
14,400,000(11) 17 May 2022 12 May 2025 AUD$0.025
53,846,153(12) 17 Aug 2021 17 Aug 2023 GBP£0.013
7,692,308(12) 20 Aug 2021 17 Aug 2023 GBP£0.013
378,571,451(13) 5 Jan 2023 5 Jan 2025 GBP£0.009
767,253,829 Total outstanding
Share options (termed warrants in the UK) carry no rights to dividends and no
voting rights.
(1) ASX listed options granted to lead broker of a capital raise.( )
(2) ASX listed options granted to investors as part of a capital raise.
(3) Options were granted to Directors of the Company, as approved by
shareholders.
(4) Options granted to employees under the terms of the company's shareholder
approved employees share option plan.
(5) Granted to lead broker of a capital raise.( )
(6) Options granted to lead investor of placement.
(7) Options granted to a service provider.
(8) Options were granted to Directors of the Company, as approved by
shareholders.
(9) Options granted as part of the consideration for an acquisition.
(10) ASX listed options (ASX: THROC) granted to investors as part of a capital
raise.
(11) Options granted to employees under the terms of the Company's shareholder
approved employees share option plan.
(12) Granted to investors as part of a capital raise.
(13) ASX listed options (ASX: THROD) granted to investors as part of a capital
raise.
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 629,841,359 0.0103
Granted during the year 378,571,451 0.0090
Lapsed during the year (241,158,981) 0.0105
Balance at the end of the year 767,253,829 0.0092
The options outstanding at 30 June 2023 had a weighted average remaining
number of days until expiry of 393 (2022: 370 days).
16. Share based payments reserve
2023 2022
£'000 £'000
At 1 July 866 314
Options exercised or lapsed
Exercised 14,720,000 service provider options @ £ 0.00156 - (23)
Exercised 8,000,000 options @ £0.001720 - (14)
Lapsed 26,500,000 options @ £ 0.002582 - (68)
Lapsed 8,333,000 @ £0.00393 (33) -
Lapsed 5,000,000 @ £0.00362 (18) -
Lapsed 22,000,000 @ £0.00306 (67) -
(118) (105)
Options expensed through the Statement of comprehensive income
36,000,000 options issued @ £0.00656 - 236
5,000,000 options to a service provider @ £0.003620 - 9
Issued 14,400,000 ESOP @ £0.006300 (1) 39 40
39 285
Options recognised as capital raising costs
Issued 22,000,000 to a service provider @ £ 0.00466 - 102
Issued 22,000,000 to a service provider @ £ 0.00306 - 68
Issued 94,642,858 to a service provider @ £0.0016 (2) 151 -
151 170
Options issued for an acquisition
31,250,000 options issued @ £0.00646 - 202
- 202
At 30 June 938 866
(1) 4,800,000 of 14,400,000 options vested immediately and were expensed when
issued in the prior year ended 30 June 2022 (valued at £0.00630); 4,800,000
subsequently vested in May 2023, and the remaining 4,800,000 are due to vest
in May 2024. All options are expensed over their vesting period.
(2) 94,642,858 options were issued to a service provider in January 2023,
valued at £0.0016.
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 2023 or lapsed
during the year ended 30 June 2023.
(i) Options comprising the share-based payments reserve at 30 June 2023
20,280,000 granted to a broker on 8 July 2020
Dividend yield 0.00%
Underlying Security spot price £0.0035
Exercise price A$0.010
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option £0.0016
16,000,000 granted to directors 8 July 2020
Dividend yield 0.00%
Underlying Security spot price £0.0035
Exercise price A$0.0095
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option £0.0017
4,000,000 granted to a service provider 23 October 2020
Dividend yield 0.00%
Underlying Security spot price £0.0093
Exercise price £0.0054
Standard deviation of returns 100%
Risk free rate 0.13%
Expiration period 3 yrs
Black Scholes valuation per option £0.0066
7,500,000 granted ESOP 29 September 2020
Dividend yield 0.00%
Underlying Security spot price £0.0095
Exercise price A$0.0260
Standard deviation of returns 100%
Risk free rate 0.17%
Expiration period 3 yrs
Black Scholes valuation per option £0.0051
5,647,058 granted to service provider 27 January 2021
Dividend yield 0.00%
Underlying Security spot price £0.00925
Exercise price £0.0085
Standard deviation of returns 98%
Risk free rate 0.110%
Expiration period 3yrs
Black Scholes valuation per option £0.0058
2,433,526 granted to service provider 28 May 2021
Dividend yield 0.00%
Underlying Security spot price £0.0083
Exercise price £0.010273
Standard deviation of returns 96%
Risk free rate 0.130%
Expiration period 3yrs
Black Scholes valuation per option £0.0045
36,000,000 granted to Directors on 22 November 2021
Dividend yield 0.00%
Underlying Security spot price £0.0087
Exercise price £0.0130
Standard deviation of returns 126%
Risk free rate 0.87%
Expiration period 4yrs
Black Scholes valuation per option £0.00656
Fair value expensed as a share-based payment
31,250,000 granted for acquisition 26 November 2021
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.030
Standard deviation of returns 126%
Risk free rate 1.44%
Expiration period 5yrs
Black Scholes valuation per option £0.00646
Fair value capitalised as part of the cost of acquisition (refer Note 7)
22,000,000 granted to a service provider on 20 December 2021
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.02
Standard deviation of returns 126%
Risk free rate 0.53%
Expiration period 2yrs
Black Scholes valuation per option £0.00466
Fair Value recognised as part of the cost of the capital raising.
14,400,000 granted under an ESOP on 17 May 2022
Dividend yield 0.00%
Underlying Security spot price A$0.016
Exercise price A$0.025
Standard deviation of returns 128%
Risk free rate 2.51%
Expiration period 3yrs
Fair value expensed as a share-based payment* £0.0063
Black Scholes valuation per option
4,800,000 Options vested immediately and were fully expensed when granted.
4,800,000 Options vested and expensed through to 12 May 2023.
4,800,000 Options vest 12 May 2024 and are being expensed through to that
vesting date.
* The total value of options expensed as share-based payments during the year
ended 31 June 2023 is £21,000 for relating to the 9,600,000 of these
14,400,000 options that are being expensed over their vesting periods.
94,642,858 granted to a service provider on 5 January 2023
Dividend yield 0.00%
Underlying Security spot price A$0.006
Exercise price A$0.009
Standard deviation of returns 105%
Risk free rate 3.35%
Expiration period 2yr
Black Scholes valuation per option £0.0016
Fair Value recognised as part of the cost of the capital raising.
(ii) Options exercised or lapsed in the year ended 30 June 2023
8,333,000 lapsed (granted for acquisition 20 January 2021)
Dividend yield 0.00%
Underlying Security spot price £0.00998
Exercise price A$0.030
Standard deviation of returns 108%
Risk free rate 0.08%
Expiration period 1.72yrs
Black Scholes valuation per option £0.00393
5,000,000 lapsed (granted to service provider 25 June 2021)
Dividend yield 0.00%
Underlying Security spot price £0.00925
Exercise price USD$0.0175
Standard deviation of returns 102%
Risk free rate 0.030%
Expiration period 1.5 yrs
Black Scholes valuation per option £0.00362
Fair Value recognised as part of the cost of the capital raising.
22,000,000 lapsed (granted to service provider on 20 December 2021)
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.015
Standard deviation of returns 98%
Risk free rate 0.53%
Expiration period 1yr
Black Scholes valuation per option £0.00306
17. Analysis of changes in net cash and cash equivalents
1 July 2022 Cash flows Non-cash changes 30 June 2023
£'000 £'000 £'000 £'000
Cash at bank and in hand - Group 1,173 (269) (6) 898
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to the Group's
mineral exploration permits. The Group's total annual exploration commitments,
including rent, at 30 June 2023 were £94,000 (2022: £293,000). 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. 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 2023, 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.
A financial instrument is any contract that gives rise to both a financial
asset of one enterprise and a financial liability or equity instrument of
another enterprise.
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 Group does not generally enter into derivative transactions (such as
interest rate swaps and forward foreign currency contracts) and it is, and has
been throughout the period under review, the Group's policy that no trading in
financial instruments shall be undertaken.
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:
2023 2022
£'000 £'000
Sterling 172 145
Australian Dollars 726 1,028
898 1,173
The financial assets comprise interest earning bank deposits and a bank
operating account.
19.1 Financial instruments by category
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.
For investments in listed shares, the fair values have been determined based
on closing quoted bid prices at the end of the reporting period.
For investments in unlisted shares, the fair values have been determined using
the most recently observed purchase price. Investments held (refer to note 8)
are classified as level 1 and level 3 assets on the fair-value hierarchy with
regards to value.
2023 2022
Carrying Amount £'000 Fair Value £'000 Carrying Amount £'000 Fair Value £'000
Financial assets measured at fair value:
Investment in Power Metal Resources Plc (level 1) 124 124 395 395
Financial assets not measured at fair value:
Cash and cash equivalents 898 898 1,173 1,173
Trade & other receivables 35 35 236 236
Deposits supporting performance guarantees 105 105 68 68
Financial liabilities:
Trade and other payables 115 115 397 397
19.2 Financial instruments objectives and policies
The Company's activities expose it to a variety of financial risks: currency
risk, credit risk, liquidity risk and cash flow interest-rate risk. These
risks are limited by the Group's financial management policies and practices
described below:
(a) Foreign currency exchange risks
The Group does not hedge its foreign currencies. Transactions with vendors are
mainly denominated in a small number of currencies, predominantly Australian
Dollar, US Dollar and British Pounds. Therefore, the directors consider that
the currency exposure arising from these transactions is not significant to
the Group.
At present the Group does not have any formal policy for hedging against
exchange exposure. The Group may, when necessary, enter into foreign currency
forward contracts to hedge against exposure from currency fluctuations,
however, the Group has not entered into any currency forward contracts to
date.
(b) Credit risk
As the Group had no turnover during the year; there is no significant
concentration of credit risk. The Group does not have written credit risk
management policies or guidelines. The Group's cash is held in reputable
banks. The carrying amount of these financial assets represent the maximum
credit exposure. No collateral was held as security and other credit
enhancements during the period. No financial assets are impaired or past due
at the end of the reporting period.
(c) Liquidity risks
To ensure liquidity, the Group maintains sufficient cash and cash equivalents
to meet its obligations as and when they fall due. All amounts included in
liabilities are expected to fall due within one year.
(d) Interest rate risk
The Group has no interest-bearing liabilities. Interest rates on bank deposits
are based on the relevant national interbank offered rates. The Group has no
fixed interest rate assets.
The following table sets out the carrying amount, by maturity, of the
financial instruments exposed to interest rate risk:
Effective Interest Rate % Maturing Total
30-June 2023 - Group < 1 year >1 to <2 Years >2 to <5 Years
£'000 £'000 £'000 £'000
Financial Assets
Fixed rate
At call Account - AUD 3.8% 262 - - 262
At call Account - AUD 3.3% 464 - - 464
At call Account - STG 0% 172 - - 172
898 - - 898
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
30-June 2022 - Group
Financial Assets
Fixed rate
At call Account - AUD 0% 1,028 - - 1,028
At call Account - STG 0% 145 - - 145
1,173 - - 1,173
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
(e) Capital Risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders, and to maintain an optimal
capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares, or sell assets to reduce debt.
20. Related party 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 2023, the estimated recoverable
amount converted to £13,926 (refer Note 8(b)).
Thor Energy 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 £10,214 was paid to Druces LLP
Solicitors (2022: £26,066) on normal commercial terms.
Transactions with Directors and Director related entities are disclosed in
Note 4.
21. Subsequent events
Following the shareholder approval on 23 August 2023, the Company implemented
a share capital consolidation for its quoted securities effective 31 August
2023. Under the capital consolidation, the Company has reduced the number of
its Ordinary Shares by way of a consolidation on the basis of 10 Ordinary
Shares into one new ordinary share of 0.1 pence each. The total issued
ordinary share capital of the Company following the consolidation reduced from
2,392,912,840 to 239,291,284. Pursuant to the consolidation, the number of
options have also been consolidated in the same ratio as the Ordinary Shares
and the exercise price has been amended in inverse proportion to that ratio.
At the same General Meeting on 23 August 2023, shareholders approved
performance shares for the Company's Directors as follows: 2,000,000 to Ms
Galloway Warland, 500,000 to Mr Clayton and 500,000 to Mr McGeough (post
consolidation numbers). The number of Performance Shares that will vest and
convert into Shares is based on the market price of Thor's CDIs traded on the
ASX in the twelve months prior to the relevant first, second or third
anniversary of the granting of the Performance Shares (being 23 August),
subject to the following:
· where the CDI price is below $0.25, no Performance Shares will
convert; and
· where the CDI price is more than or equal to $0.50, the maximum
Performance Shares, noted above, will convert; and
· where the CDI price is between $0.25 and $0.50, the number of
Performance Rights will be less than the maximum and will be calculated in
accordance with the formula set out in the Notice of Meeting for the General
Meeting.
The amount to vest at the second and third anniversaries shall be reduced by
the amount of Performance Shares that have previously vested. That is, the
total amount of Performance Shares to vest and convert into Shares shall not
exceed the maximum (as detailed above) in aggregate over the three-year
period.
On 7 September 2023, the Company issued 6,250,000 Ordinary Shares at $0.04 per
share, to raise $0.25 million before costs. The shares will be subject to
voluntary escrow for 12 months after the date of issue. The funds will be
directed towards Thor's collaboration with Fleet Space Technologies ("Fleet")
to accelerate mineral exploration at the Alford East Project by incorporating
Fleet's EXOSPHERE BY FLEET(®) technology which scans the ground using the
advanced ANT seismic tomography technique to collect data from faint
background vibrations. The ANT surveys will seek to delineate the weathered
'troughs' that host the oxide copper-REE mineralisation. The ANT results will
be integrated with Thor's 3D geological model by using Artificial Intelligence
and Machine Learning to generate a new model for drill targeting higher-grade
oxide copper-gold mineralisation.
The Company has sold its remaining 17,118,920 POW Shares subsequent to 30 June
2023, for net proceeds of £117,000, realising a loss on sale of £7,000
compared to the 30 June 2023 carrying value of £124,000 (Note 8(c)).
On 28 September 2023, the Company issued 23,809,524 ordinary shares at $0.042
per share, to raise $1 million before costs. All placees also received one
Placement Option for each Share subscribed, being total of 23,809,524 options
with exercise price of $0.09 and expiring in January 2025. The Company also
granted 5,800,000 Broker Options to GBA Capital as part of consideration for
services provided as lead manager for the capital raise. These Options will be
of the same class as those Options issued to the Australian placees. The funds
raised will be utilised to accelerate drilling activities at the USA uranium
and vanadium assets, including the proposed 4,000m RC drilling program at the
Radium Mountain/Wedding Bell Project, Colorado, followed by a maiden drilling
campaign at Vanadium King Project, Utah. Drilling commences in September 2023,
with a secured drilling contractor Boart Longyear.
Other than the above, there has not been any other material events arising
subsequent to 30 June 2023 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.
1 TREO = (Total Rare Earth Oxides) = (La(2)O(3) + CeO(2) + Pr(6)O(11) +
Nd(2)O(3) +Sm(2)O(3) + Eu(2)O(3) + Gd(2)O(3) + Tb(4)O(7) + Dy(2)O(3) +
Ho(2)O(3) + Er(2)O(3) + Tm(2)O(3) + Yb(2)O(3) + Lu(2)O(3) + Y(2)O(3))
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