REG - Thor Energy PLC - Results for the year ended 30 June 2024
30/09/2024 13:15
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RNS Number : 2799G Thor Energy PLC 30 September 2024
30 September 2024
Thor Energy Plc
("Thor" or the "Company")
Results for the year ended 30 June 2024
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 2024.
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
Ray Ridge, CFO / Company Secretary
Tel: +61 (8) 7324 1935
Tel: +61 (8) 7324 1935
Zeus Capital Limited (Nominated Adviser and Joint Broker)
Tel: +44 (0) 203 829 5000
Antonio Bossi / Darshan Patel / Isaac Hooper
SI Capital Limited (Joint Broker)
Tel: +44 (0) 1483 413 500
Nick Emerson
Yellow Jersey (Financial PR)
thor@yellowjerseypr.com
Dom Barretto / 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)
The company deems the information contained within this announcement to
constitute Inside Information as stipulated under the Market Abuse Regulation
(E.U.) No. 596/2014, as it forms part of U.K. domestic law under the European
Union (Withdrawal) Act 2018, as amended. Upon the publication of this
announcement via a regulatory information service, this information is
considered to be in the public domain.
About Thor Energy Plc
The Company is predominantly focused on uranium and energy metals that are
crucial in the shift to a 'green' energy economy. Thor has several highly
prospective projects that give shareholders exposure to uranium, vanadium,
copper, tungsten, lithium, nickel and gold, located in the favourable mining
jurisdictions of 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 region of Colorado and
Utah, with historical high-grade uranium and vanadium drilling and production
results.
At Alford East in South Australia, Thor has earnt 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
Estimate.
Thor also holds a 26.3% interest in a private Australian copper development
company EnviroCopper Limited (ECL), which Kapunda copper mine and the Alford
West copper project, both situated in South Australia, and both considered
amenable to recovery by way of ISR. Alligator Energy recently invested A$0.9M
for a 7.8% interest in ECL with the rights to gain a 50.1% interest by
investing a further A$10.1m over four years.
Thor holds 75% interest (with Investigator Resources 25%) of the advanced
Molyhil tungsten project, including measured, indicated and inferred
resources, in the Northern Territory of Australia, which was awarded Major
Project Status by the Northern Territory government in July 2020.
Thor owns 100% of the Ragged Range Project, comprising 92 km2 of exploration
licences with highly encouraging early-stage gold and nickel results in the
Pilbara region of Western Australia.
For further information on Thor Energy and to see an overview of its projects,
please visit the Company's website at https://thorenergyplc.com/.
The Company notes that for the relevant market announcements noted above, that
it is not aware of any new information or data that materially affects this
information and that all material assumptions and technical parameters
underpinning any estimates continue to apply and have not materially changed.
2024 ANNUAL REPORT
Chairman's Message
Dear Shareholders,
On behalf of the Board of Thor Energy Plc, I am pleased to report on the
activities of the Company for the year ended 30 June 2024. Much of the focus
of the year has been on rationalising and de-risking the portfolio of assets
as well as undertaking further exploration and new project evaluation
activities.
As flagged last year in my 2023 message to shareholders the Board decided to
significantly optimise the portfolio via farm-outs and assets sales to, over
time, become significantly more focussed on the energy side of the mining
industry as opposed to precious, base and specialty metals.
Despite some recent volatility, the Board believe Uranium is at the beginning
of a long-cycle demand upswing and as such much of our 2024 drilling
expenditure has been at our US uranium assets. Furthermore, the Company has
spent significant time evaluating additional uranium assets in the US and
Canada with none, yet, being transacted upon for a variety of reasons. We will
continue to seek fairly-priced opportunities in the uranium space.
Elsewhere we have made significant progress at the Molyhil Tungsten-Molybdenum
Project where drilling by our joint venture farm-in partner ASX-listed
Investigator Resources Limited ("IVR") has led to the publication of a new
JORC-compliant mineral resource statement and post-period the formalisation of
the joint venture by both parties and the issuance of the Stage 1 share equity
payment to Thor. We look forward to progressing with Molyhil in the coming
year.
Thor Energy has a 26.3% interest in EnviroCopper Limited ("ECL"), with the
investment focused on cutting-edge In-Situ Recovery ("ISR") Copper extraction
technology in South Australia. We were pleased to welcome ASX -listed
Alligator Energy to the ECL share register and look forward to their presence
as a significant shareholder to help drive these projects forward over the
coming year.
Despite the year being a very disappointing one for the share price, I do
believe that the participation of other companies in the Thor portfolio
outlined above supports the premise that significant value exists within the
portfolio. The Company has begun to identify further areas of potential growth
into new sub-sectors of the energy space and we look forward to updating
shareholders when any new opportunities arise.
Uranium and Vanadium
Drilling commenced at our Colorado Uranium/Vanadium Projects following the
finalisation of a thorough negotiation and permitting process with the
relevant local and State authorities in Colorado. Results reported from these
campaigns in some places exceeded management expectations, with drilling
expected to recommence in Q3 2024 to pursue further several encouraging
discoveries.
Copper
Our Alford East copper-gold project in South Australia (Thor earning a
possible 80% interest in oxide copper mineralisation with Spencer Metals) is
being studied in detail for ISR; a low environmental impact, potentially
low-cost mining alternative to traditional open cut and undermining
techniques. Utilising historic drilling, a maiden inferred Mineral Resource
estimate of 177,000 tonnes of contained copper and 71,500 ounces of contained
gold was announced back in January 2021.
Thor also has a 26.3% interest in EnviroCopper Limited, with the Kapunda and
Alford West ISR copper projects continuing to offer shareholders exposure to
copper resources, along with potential for gold. Pleasingly OZ Minerals
Limited, now owned by BHP, entered into an agreement to fund technical
investigations into ISR technology at the Kapunda copper-gold ISR Project.
During the period ASX - listed Alligator Energy chose to invest in ECL equity.
Tungsten
At Molyhil Tungsten-Molybdenum Project, work by our joint venture partners
Investigator Resources Limited (ASX: IVR) has resulted in an updated measured
resource and more broadly the project has been subject to significant
investment by the Company over many years. In November 2022, we concluded a
farm-out agreement with Investigator Resources comprising an A$8m, 3-stage
process, to 80% interest in the Tenements and acquire Thor's 40% interest in
the Bonya tenement (EL29701). In May 2024, following A$1m in expenditure,
Investigator Resources notified Thor that Stage 1 of the Farm-in had been
achieved and subsequently the joint venture has been established and the Stage
1 payment comprising the issuance of a deemed A$250,000 in Investigator
Resources shares has been made to Thor post-period.
Gold
Thor owns 100% of the Ragged Range gold project in the highly prospective
Pilbara region of Western Australia. With our corporate and financial
priorities set in uranium and battery metals, realistically we expect a
relatively quiet year at Ragged Range and are actively seeking corporate
solutions to potentially divest part or all of the project.
Corporate
At a corporate level, we continue to seek to minimise costs to ensure that the
maximum amount of money is spent directly on our exploration programmes. In
May, we raised A$1.3m before costs to spend on advancing our uranium and
copper portfolio within the Uravan Mineral Belt in Colorado and Utah for the
Company's 100% owned uranium assets, as well as evaluating new opportunities.
I invested A$100,000 in the placement and our managing director also
participated.
Tim Armstrong joined the Board as a non-executive Director in May to
strengthen the capital markets and the investor relations of the Company.
On behalf of the Board and staff, I'd like to thank you for your support and
we look forward to reporting on our progress over the coming year.
Yours faithfully
Alastair Clayton
Chairman
REVIEW OF OPERATIONS AND STRATEGIC REPORT
Thor's strategic focus on the 'green energy' economy was reflected in our
targeted 2023 exploration activities at our uranium and vanadium projects in
the USA and our copper-REE projects in Australia.
Exploration and operational highlights:
1. Follow-up drilling programs at the Wedding Bell and Radium
Mountain projects in Colorado continue to extend high-grade uranium
mineralisation within broader enriched vanadium halos along the strike of 2022
drilling and historic workings.
2. Reconnaissance surface sampling at Edna Mae Prospect,
Wedding Bell Project returned up to 5,424 ppm (0.54 %) U3O8, 1.6 % V2O5 and
2.74 % Cu.
3. Fleet Space Technologies ("Fleet") Ambient Noise Tomography
surveys at Alford East Copper Project, South Australia, provided valuable
insights into the lithological and structural setting, resulting in an updated
3D Geological Model. This work was undertaken in collaboration with Fleet to
accelerate mineral exploration by incorporating Fleet's EXOSPHERE with Fleet®
technology.
4. Investigator Resources Limited completed the Molyhil
Earn-In "Stage 1 Commitment" obligations by funding A$1 million for
exploration activities (geophysics and drilling) to accelerate the Molyhil
Project located in the Northern Territory, Australia.
5. The Molyhil Tungsten-Molybdenum-Copper Deposit, Mineral
Resource Estimate reported by IVR now comprises 4.65Mt @ 0.26% WO(3) (tungsten
trioxide), and 0.09% Mo (molybdenum) for 12.1kt WO(3) and 4.4kt Mo (JORC
2012).
6. EnviroCopper Limited commenced Site Environmental Lixiviant
Trials "SELT" at the Kapunda Copper Project, South Australia.
7. Alligator Energy made an initial strategic investment of
A$0.9 million for a 7.7% interest in ECL as it expands its energy minerals
interest, with future optionality to acquire up to 50.1% of the company.
8. Thor completed its Stage 2 earn-in expenditure commitments,
taking its interest in the Alford East Copper Oxide Project to 80%.
Photo 1: Drilling at Section 23 Prospect, October 2023, Wedding Bell Project
Post-period end activities:
All approvals have been granted for the next round of uranium drilling at the
Company's 100% owned Wedding Bell and Radium Mountain projects.
URANIUM AND VANADIUM PROJECTS
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, with a history of high-grade uranium and
vanadium production (Figure 1).
The projects benefit from easy access 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)
Thor's initial exploration focus is on exploring and advancing the Wedding
Bell and Radium Mountain projects in Colorado.
Drilling:
Thor's 2023 reverse circulation ("RC") drill program at Wedding Bell Project
comprised 23 shallow drillholes, totalling 2,737m. The program was designed to
target uranium and vanadium mineralisation within the Salt Wash Sandstone
Member (sandstone/mudstone) of the Morrison Formation (Figure 2) along strike
of historic workings and encouraging 2022 drill results. This is the primary
lithology for historic uranium and vanadium production in the prolific Uravan
Mineral Belt.
The program successfully identified shallow (maximum depth is 125m at Section
23 and above 100m depth at Rim Rock and Groundhog), uranium and vanadium
mineralisation in all holes (Figure 2, Table A).
Uranium mineralisation is hosted within reduced sandstones close to the
oxidation/reduction contact (redox front) within the Salt Wash Sandstone
(Figure 3 and Photo 2) of the Jurassic Morrison Formation (Figure 2 and Figure
5). This is the primary lithology for historic uranium and vanadium production
in the Uravan Mineral Belt.
Significant uranium and vanadium assay results include (ASX/AIM: 29 February
2024
(https://www.londonstockexchange.com/news-article/THR/high-grade-uranium-and-vanadium-assays-results/16354166)
):
23WBR020: 4.9m @ 1,199ppm
(0.12%) U(3)O(8) and 6,306ppm (0.63%) V(2)O(5) from 82m,
Including, 0.6m @ 6,250ppm (0.63%) U(3)O(8) and 3,0348ppm
(3.0%) V(2)O(5) from 82.6m,
Including, 1.8m @ 2,999ppm (0.3%) U(3)O(8) and 14,912ppm
(1.5%) V2O5 from 82m.
23WBR011: 6.1m @ 563ppm (0.06%)
U(3)O(8) and 9,100ppm (0.9%) V(2)O(5) from 74.7m,
Including, 1.5m @ 1,624ppm (0.16%) U(3)O(8) and 19,637ppm
(2.0%) V(2)O(5) from 76.2m.
23WBR016: 3m @ 636ppm (0.06%)
U(3)O(8) and 4,677ppm (0.5%) V(2)O(5) from 67.0m,
Including, 1.5m @ 1,044ppm (0.1%) U(3)O(8) and 4,677ppm
(0.5%) V(2)O(5) from 67.0m.
23WBR019: 1.2m @ 1,112ppm
(0.11%) U(3)O(8) and 3,744ppm (0.4%) V(2)O(5) from 90.8m.
The vanadium mineralisation forms extensive broader zones or haloes, adjacent
to the uranium mineralisation. The vanadium-to-uranium ratio averages roughly
10:1, which is typical of the Uravan Mineral Belt.
Copper (Cu), base metals (Pb, Zn), Molybdenum (Mo) and Selenium (Se) are
path-finder elements associated with the uranium and vanadium mineralisation
and can be used to determine the direction of the roll front of the uranium
mineralising system (Figure 3, Figure 4, and Photo 2). High copper values up
to 0.82% Cu and silver up to 55ppm Ag, were also reported; 23WBRA015: 0.61m @
190ppm U(3)O(8), 3,963ppm V(2)O(5), 55.2g/t Ag and 8,260ppm Cu from 58.83m.
Groundhog Mine area drilling, comprising seven drillholes was designed to test
areas along strike of historic mine. 23WBRA020 returned the highest uranium
and vanadium intercepts of 0.91m @ 0.69% eU(3)O(8) uranium (downhole gamma)
and 0.6m @ 0.62% U(3)O(8) uranium (assay) and 1.8% V(2)O(5) vanadium within a
grey reduced sandstone (Figure 2 and 6). Further work is required to correlate
these results with historic mine working levels and the 2022 drilling.
Drilling at Rim Rock Mine area comprising seven drillholes identified
high-grade zones of up to 0.32% eU(3)O(8) uranium and up to 1.8% V(2)O(5)
vanadium adjacent to, as well as along strike from the historic workings
(Figure 3 and 7). Uranium and vanadium mineralisation appears to be
concentrated in a sandstone unit of the Salt Wash Sandstone, approximately 60m
below surface. Further work is required to correlate these results with
historic mine workings and the 2022 drilling, to delineate mineral resources.
The best drillhole result was 23WBR011: 6.1m @ 563ppm (0.06%) U(3)O(8) and
9,100ppm (0.9%) V(2)O(5) from 74.7m,
Including 1.5m @ 1,624ppm (0.16%) U(3)O(8) and
19,637ppm (2.0%) V(2)O(5) from 76.2m.
Section 23 is an underexplored area with no historic workings. The drilling
(nine drillholes) was designed to test stratigraphic extensions to
mineralisation in the Salt Wash Sandstone, targeting the uranium
mineralisation identified from the first pass drilling program in 2022, as
well as testing a portion of the airborne radiometric anomalies (Figure 8).
The initial data review of the drilling has identified the potential for
multiple mineralised zones in this area. Pathfinder geochemistry in 23WBRA009
and 23WBRA005 indicates roll front fluid pathway, which indicates uranium
mineralisation potential to the southwest.
Figure 2: 2023 Drill Collars, Wedding Bell and Radium Mountain
Projects
Photo 2: Uranium-Vandium Roll front in Salt Wash Sandstone at
Sunday Complex Mine, Uravan Mineral Belt. Photo by Nicole Galloway Warland,
with permission to use from Western Uranium and Vanadium LLC
Figure 3: Schematic cross-section of a sandstone-hosted roll front
associated with the redox conditions
Photo 3: Rim Rock Prospect at the Wedding Bell Uranium Project
Figure 4: Drillhole log plots for 23WBRA011, 23WBRA015 and 23WBR020
showing uranium and vanadium mineralisation with elevated pathfinder
(redox-sensitive)
elements - copper (Cu), lead (Pb), zinc (Zn), molybdenum (Mo) & selenium
(Se)
Figure 5: 23WBR020 showing consistency of downhole gamma
uranium readings next to assay results for uranium and vanadium with geology.
Figure 6: Groundhog collar location plan showing uranium grade distribution
Figure 7: Rim Rock collar location plan showing uranium grade distribution
Figure 8: Section 23 collar location plan showing uranium grade distribution
Reconnaissance Surface Sampling
Reconnaissance mapping and surface rock sampling across the Wedding Bell
Project continue to systematically assess and prioritise historic workings and
geophysical anomalies, identified by Thor's 2023 Radiometric Survey for future
drill testing (Figure 9).
Previously reported rock samples returned up to 1.25% U(3)O(8) at Rim Rock
(WR-016) and 3.87 % V(2)O(5) at Jack Knife (WR-20) (Figure 1) (ASX/AIM: 21
July 2020
(https://wcsecure.weblink.com.au/LSE_news/2020/07/21/Thormining_14759196.pdf)
). Refer to Table A for rock chip sample results to date. Of the ten-plus
areas assessed, only two areas have been drill-tested by Thor to date (Rim
Rock and Groundhog).
Edna Mae was identified as a geophysical anomaly in 2023 and is located in the
southern portion of the Wedding Bell mining claims approximately 1km east of
Section 23 and along strike of Groundhog (Figure 1 and Figure 2).
Recent Rock Chip sampling at Edna Mae Prospect returned up to 5,425ppm (0.54
%) U(3)O(8), 1.6 % V(2)O(5), 2.74 % Cu and 100g/t Ag. Although elevated copper
values have been noted and used as pathfinder elements in drilling at
Groundhog, Rim Rock and Section 23, this is the first high-grade copper value
reported.
The copper and uranium-vanadium mineralisation are within the altered,
bitumen-spotted, Jurassic sandstones of the Salt Wash Member of the Morrison
Formation (Photo 1 and 2). Mineralisation at a similar stratigraphic position
to Section 23 prospect.
Edna Mae lies on the edge of Paradox Copper Belt, which includes the nearby
producing Lisbon Valley Copper Mine, Utah (Figure 3). The sediment-hosted
copper mineralisation is believed to be a later, younger event to the uranium
mineralisation. Further work is needed to understand the copper distribution
and its relationship and distribution relative to the uranium-vanadium
mineralisation.
Table A: Edna Mae rock sample assay results include:
Sample No. U(3)O(8) ppm U(3)O(8) % V(2)O(5) % Cu % Ag g/t Sample Type
WBNG001 598 0.06 1.60 2.74 100 Dump
WBNG002 5424 0.54 1.38 0.31 6.4 Dump
WBNG003 2235 0.22 0.69 0.52 21.3 Adit wall
Figure 9: Radiometric image (U2/Th ratio) draped over Digital Elevation Model
(DEM) showing uranium anomalies in red, green and light blue with Rock Chip
samples collected to date
Photo 4: Collecting background Scinotometer readings
over proposed drill pads at the Wedding Bell Project (2024)
COPPER PROJECTS
SOUTH AUSTRALIA
Thor holds direct and indirect interests in over 400,000 tonnes of Inferred
copper resources (Table A, B, and C) in South Australia, via its 80% farm-in
interest in the Alford East copper project and its 26.3% interest in
EnviroCopper Ltd (Alford West and Kapunda Projects) (Figure 10). Each of these
projects is considered by Thor's Directors to have significant growth
potential, and each is being advanced towards development via low-cost,
environmentally friendly 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 10: 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 now has
80% interest in the oxide mineralisation with unlisted Australian explorer
Spencer Metals Pty Ltd, covering portions of EL6529 (
(https://wcsecure.weblink.com.au/pdf/THR/02754967.pdf) ASX/AIM: 3 November
2023 (https://wcsecure.weblink.com.au/pdf/THR/02754967.pdf) ).
The Project covers the northern extension of the Alford Copper Belt, located
on the Yorke Peninsula, SA (Figure 10). 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 (Figure 1), Gawler Craton, SA.
3D Structural and ANT Model:
After the acquisition of Ambient Noise Tomography ("ANT") data by Fleet across
the northern part of the Alford East Project in 2023 (Figure 10), Thor engaged
with the consultant, Doreen Mikitiuk, DXplorer to review and update the
current Alford East structural model and geological interpretation of the
survey areas.
The 3D ANT survey provided a clearer understanding of the structural setting
of the Alford East area (Figure 11). With improved knowledge of geology and
weathering through the review of lithological information, the ANT results
mapped localising faults and intrusives at depth. Deeply weathered troughs in
areas of sedimentary rocks were found to be associated with zones of faulting,
deep oxidation and intrusives at depth.
Key observations from the 3D Modelling include:
1) The highest-grade copper oxide mineralisation is commonly
hosted in pelitic and carbonaceous sediments and intermediate intrusives,
within faults facilitating deeper weathering and alteration. For example, MRE
Domain Area 6, 7 and 8 (Figure 11, 12 and 13).
2) Mineralisation in Area 5 is predominantly adjacent to fault
zones within dioritic and/or felsic intrusives and pelitic sediments. Host
rocks are competent and brittle and may have concentrated oxide mineralisation
to brecciated zones along faults/shears. Lower-grade copper intersected
towards the base of drillholes is found within shears in more competent
diorite.
3) Psammites seem to be less favourable host rocks for copper
oxide mineralisation.
4) The ANT surveys confirm the significance of the prominent
north-northeast (NNE) structure associated with copper oxide mineralisation
(Figure 12 and 13).
5) Mineralised features are subsequently offset by regional
scale east-northeast (ENE) dextral strike slip faults and associated northwest
(NW) trending faults.
6) Zones of low velocity at shallow depths (approx. 70m)
correlate with pelitic sediments in trough-like structures which are closely
related to higher velocity intrusives at depth (Figure 14 and 15). These
higher velocities suggest intermediate, rather than felsic composition.
ANT Geophysics Surveys:
Two comprehensive ANT surveys were executed at the Alford East Project,
covering the northern portion of the Mineral Resource Estimate Domains (Figure
9). The surveys were designed to delineate the low-velocity, weathered
'troughs' that are known to host the oxide copper-gold and REE mineralisation
within the Alford Copper Belt (Figure 10). The oxide copper-gold and REE
mineralisation within the Alford Copper Belt is associated with rocks that are
significantly less dense and have lower seismic velocity than the surrounding
fresh units.
The data collected from these two surveys was subject to extensive processing,
leading to the development of a high-resolution 3D seismic velocity model of
the subsurface. This model has revealed key features, such as regions with
lower velocity within a high-velocity basement, inferring a 3D geometry of the
interpreted variably weathered trough and a sheared metasedimentary basement,
which is expected to host mineralisation (Figure 12).
Figure 12: 3D model showing low velocity weathered troughs hosting oxide
copper mineralisation
Figure 13: Alford East 3D ANT and Structural Model highlighting the NNE
trending
fault zone (red) commonly associated with copper oxide mineralisation as seen
at prospect AE5 to AE8
Photo 5: Deployment of Exosphere by Fleet(®) geodes for ANT Surveys at
Alford East Project
ENVIROCOPPER COPPER PROJECTS, SOUTH AUSTRALIA
Thor holds a 26.3% equity interest in the private Australian company,
EnviroCopper Limited. In turn, ECL has agreed to earn, in two stages, up to
75% of the rights over metals which may be recovered via ISR contained in the
Kapunda deposit from Australian listed company, Terramin Australia Limited
("Terramin" ASX: TZN).
Information about EnviroCopper Limited and its projects can be found on the
EnviroCopper website (http://www.envirocopper.com.au/) .
Strategic Investment
Alligator Energy Limited ("Alligator") in (ASX/AIM: 25 January 2024
(https://wcsecure.weblink.com.au/LSE_news/2024/01/25/Thormining_15989681.pdf)
) completed its initial strategic investment into EnviroCopper Limited to
further develop ISR copper projects.
Investment Highlights:
§ Alligator completed an initial investment of A$0.9 million for 7.8% of ECL,
with the exclusive option to make further staged strategic investments to
increase its ownership in ECL to 50.1%
§ Based on Alligator's initial investment of A$0.9 million for 7.8% interest
in ECL, this values Thor's 26.3% equity interest at A$3.1 million
ALFORD WEST
Three water bores were completed for hydrogeological baseline assessment and
subsequent push-pull and tracer testing as part of the first phase of ISR
SELT.
This program is the first step in assessing whether the Alford West orebodies
are amenable to a sustainable recovery of copper using ISR. This is a
low-impact, small-footprint form of metal recovery that significantly reduces
the surface impacts and allows rehabilitation of the land back to its original
farming state.
The work at Alford West follows Thor's successful drilling and copper recovery
hydrometallurgical work at its adjacent Alford East Copper ISR Project.
The Alford West Copper ISR Project includes the Bruce, Larwood and Wombat
deposits (Figure 4), with an Inferred Mineral Resource Estimate of 66.1Mt @
0.17% Cu containing 114,000t of contained copper (Table B and C).
KAPUNDA
The Kapunda ISR Copper-Gold Project is located approximately 90 kilometres
north-north-east of Adelaide, SA (Figure 10). 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 amenable 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
(https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2995-01949602-2A1064110&v=fc9bdb61fe50ea61f8225e24ce041a0e155a9400)
).
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.
The first phase of the SELT is underway, involving mixing a biodegradable
solution called a "lixiviant" with groundwater, for placement within the
copper orebody. The lixiviant will reside in-situ for a period while being
sampled and monitored, it will then be extracted, and the site rehabilitated.
The purpose of the lixiviant trials is to assess the solubility of the copper
mineralisation and, therefore, copper recovery under in-situ conditions.
Photo 6: ECL Managing Director, Leon Faulkner with copper sample from current
test work at Kapunda
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 14). 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 (ASX/AIM - 24 November 20
(https://www.londonstockexchange.com/news-article/THR/farm-in-funding-agreement-molyhil-project/15728495)
22), 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 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 14: Molyhil Project Location Map
Stage 1 Earn-In Completed:
IVR has completed the "Stage 1 Commitment" obligations by funding A$1m of
exploration activities (geophysics and drilling), as per the HoA. IVR can opt
to continue to earn up to 80% via a 3-stage process.
Mineral Resource Estimate:
On entering the Heads of Agreement with Thor in 2022, IVR engaged the
independent resource consulting group H&S Consultants Pty Ltd ("HSC") to
assist with a gap analysis of the Molyhil Mineral Resource Estimate ("MRE")
reported by Thor in 2021. This identified both opportunities to improve
confidence in the MRE classification and exploit some areas of the resource
with targeted drilling.
IVR in conjunction with HSC, devised a program of drilling aimed at Quality
Assurance/Quality Control (QA/QC) verification of the pre-existing data via
selective twinning of historic reverse circulation and diamond drill holes and
confirmatory drilling in areas of lower drill density. This drill program of
12 diamond holes (totalling 1,501 metres) was completed in December 2023.
Data from historic drilling, in addition to IVR's newly acquired data, was
provided to HSC to be utilised by HSC to independently prepare the updated
Molyhil MRE (Table D). The tungsten and molybdenum resources were estimated by
the MIK method and are reported using E-type panel estimates above tungsten
cut-off grades. The copper resource estimate has been reported utilising the
Ordinary Kriging methodology.
The updated Molyhil MRE for tungsten, molybdenum and copper has been
classified as Measured, Indicated and Inferred by HSC (Figure 15). The MRE now
comprises 4.65Mt @ 0.26% WO(3) (tungsten trioxide), and 0.09% Mo (molybdenum)
for 12.1kt WO(3) and 4.4kt Mo (JORC 2012) (Table D). A cut-off grade of 0.05%
WO(3) was selected, which is considered appropriate when considering current
commodity price strength and peer reporting comparisons. The MRE is reported
to a 150mRL and based on an open pit mining scenario.
The main mineralised domains have demonstrated sufficient continuity in both
geology and grade continuity to support the definition of a Mineral Resource,
and the classifications applied under the 2012 JORC Code.
Figure 15:
Left: Collar plan showing location of the 12 new diamond drill holes (yellow
dots) included in the updated MRE, with historic holes coloured by drill
type.
Right: Updated MRE classification block model, (orange = Measured, yellow =
Indicated, & blues = Inferred). Blocks below the 150m plane on this figure
are not reported as part of the updated MRE.
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 16).
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 Limited.
Figure 16: Showing Bonya prospects in proximity to Molyhil
RAGGED RANGE PROJECT (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 (Figure 17). 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,
geophysical and two RC drilling 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 17).
Figure 17: Location Map showing Ragged Range and tenement licence area
SPRING HILL GOLD PROJECT - NORTHERN TERRITORY
In September 2020, the Company announced the A$1m sale of its royalty
entitlement from the Spring Hill gold project in the Northern Territory. The
sale agreement provides for the receipt of A$400,000 on completion (received),
followed by two production milestone payments of A$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 has an 80% interest in oxide material with 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
26.3% 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
26.3% 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 May 28, 2024)
Classification '000 WO(3) Mo Cu
Tonnes
Grade % Tonnes Grade % Tonnes Grade % Tonnes
Measured 1,160,000 0.34 3.900 0.13 1,300 0.06 700
Indicated 1,664,000 0.27 4,600 0.09 1,600 0.05 800
Inferred 1,823,000 0.20 3.600 0.12 1,500 0.03 550
Total 4,647,000 0.26 12,100 0.09 4,400 0.05 2,050
Notes:
· All figures are rounded to reflect the appropriate level of confidence.
Apparent differences may occur due to rounding.
· Cut-off of 0.05% WO(3).
· 100% owned by Thor Energy Plc, subject to the farm-in Agreement with
Investigator Resources Limited.
· To satisfy the criteria of reasonable prospects for eventual economic
extraction, the Mineral Resources have been reported down to 150 m RL which
defines material that could be potentially extracted using open pit mining
methods.
Table E: Bonya Tungsten Mineral Resources (Reported 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% WO(3) 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 (Reported 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.
Photo 7: Diamond core drilling at Alford East
CORPORATE
Following shareholder approval on 23 August 2023, the Company implemented a
share capital consolidation for its listed securities on 31 August 2023.
Under the share capital consolidation, the Company reduced the number of its
Ordinary Shares by way of a consolidation on the basis of 10 Ordinary Shares
of 0.01p each into one new Ordinary Share of 0.1p each. Accordingly, holdings
in the Company's CDIs, quoted on the ASX, have also been reduced by way of a
consolidation on the basis of 10 CDIs into one new CDI (collectively the
"Consolidation"). Pursuant to the Consolidation, the number of options were
consolidated in the same ratio as the Ordinary Shares and the exercise price
has been amended in inverse proportion to that ratio.
Thor and Fleet have formed a collaborative partnership to accelerate mineral
exploration at the Alford East Project. As part of this collaboration, Fleet
acquired an equity interest in Thor via the issue of 6,250,000 Ordinary Shares
on 7 September 2023 at a price of A$0.04 per Ordinary Share.
Thor completed a small strategic placement on 20 September 2023, raising gross
proceeds of A$1,000,000 via the placing of 23,809,524 Ordinary Shares, at a
price of A$0.042 per Ordinary Share. All placees received one option for each
Ordinary Share subscribed, being a total of 23,809,524 options (the "Placement
Options"). All Placement Options were issued under the existing ASX listed
options (ASX: THROD) which are exercisable at A$0.09 (9 cents) and expire in
January 2025.
Thor fulfilled its Stage 2 expenditure obligations at the Alford East
Copper-Gold-REE Project. Completing Stage 2 of the earn-in, entitled Thor to
increase its interest from 51% to 80% in the copper oxide mineral rights from
Spencer. To complete its Stage 2 commitments, Thor issued Spencer A$250,000 in
fully paid Thor shares, issued at a price of A$0.027 per share (being the
5-day ASX VWAP on the date immediately before allotment) and 18,518,520
unlisted options, exercisable at A$0.30 and an expiry date of 3 November 2028.
In May and June 2024, the Company completed a 2-tranche placement to
sophisticated and institutional investors, raising proceeds of A$1,300,000 via
placing total of 100,000,000 Ordinary Shares at a price of A$0.013 per
Ordinary Share. 70,000,000 unlisted Options were issued on the basis of one
Option for every two Ordinary Shares issued, which are exercisable at A$0.026
(2.6 cents) and expire in June 2027.
Comprehensive Income
The comprehensive income statement records a comprehensive loss of £2,504,000
(2023: £1,577,000 loss) after taking into account unrealised exchange loss of
£31,000 (2023: £1,057,000 loss). The loss for the period ended 30 June 2024
also included a £1,907,000 non-cash write down of the carrying value of the
Group's Ragged Range Project located in the Pilbara Region of Australia. The
write down reflects the Group's decision to focus its available resources on
its US Uranium and Alford East projects (refer to Note 7 of the financial
statements).
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.
The Group's Bonya tenements (EL29701 and EL32167) and Molyhil tenements
(MLS77, MLS78, MLS79, MLS80, MLS81, MLS82, MLS83, MLS84, MLS85 and MLS86) are
due for renewal on 5 November 2024 and 31 December 2024 respectively. As at
the date of this report, renewal applications have been submitted for Bonya
tenements. It is expected that renewal applications for Molyhil tenements will
be submitted before expiry. Based on the Group's history of successful
tenement renewals and the ongoing process of transferring interests as per
joint venture agreements, the Directors have a reasonable expectation that
these tenements will continue to be maintained as required for ongoing
exploration activities.
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.
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.
This report was approved by the Board on 30 September 2024.
Nicole Galloway Warland
Managing Director
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 2024.
Review of Operations
The net result of operations for the year was a loss of £2,474,000 (2023
loss: £520,000).
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
Mr Clayton 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 on gold, copper,
nickel, uranium & lithium.
Mark McGeough - 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.
Tim Armstrong - Non-Executive Director (appointed 16 May 2024)
Tim is an experienced corporate finance professional who has spent 10 years in
Australia and the UK raising capital for Natural resources and exploration
opportunities. Tim has extensive networks in funds management, private
client stockbroking, and corporate advisory specialists particularly in the
natural resources sector. Tim is currently an advisor at Prenzler group a
boutique Sydney-based broker, transacting and advising on many successful ASX
IPOs, RTOs, and project acquisitions. Tim is a founder and director of Cooper
Metals Limited, an ASX-listed Copper Gold explorer. Before his career in
finance, Tim was a professional cricketer for NSW and WA and has represented
Australia.
Ray Ridge - BA(Acc), CA, GIA(cert)
Chief Financial Officer / Joint Company Secretary
Mr Ridge is a chartered accountant with over 25 years of 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 a
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 several
quoted companies including AIM listed companies.
Executive Director Service contracts
All Non-Executive Directors are appointed under the terms of a letter of
appointment. Each appointment provides for annual fees of A$50,000 for
services as a Non-Executive Director, inclusive of the 11.0% statutory
superannuation scheme (11.5% from 1 July 2024) applicable to Australian
Directors. The agreement allows that any services supplied by the Non-
Executive 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.
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:
· 100% owned mineral claims in the US states of Colorado and Utah
within the Uravan Mineral Belt, with historical high-grade uranium and
vanadium production results.
· Thor has 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. Alford East
has an Inferred Mineral Resource Estimate of 177,000 tonnes contained copper
& 71,500 oz of contained gold.
· Thor holds 26.3% of EnviroCopper Limited. 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 contained in the Kapunda deposit, with
in-ground lixiviant trials now underway and copper recoveries to be reported
in 2024, and 2) an agreement with Andromeda Metals to acquire the Alford West
EL 5984 tenement.
· The Company has an Agreement 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, whereby
IVR, has the right to earn, via a three-stage process, up to an 80% interest
in the Molyhil tenements. Subsequent to 30 June 2024, following the
achievement of its stage 1 expenditure commitments, a joint venture agreement
was executed and IVR received a 25% interest in the tenements from Thor. At
the date of this report, Thor now holds a 75% interest in the Molyhil
tenements.
· The 100% owned Ragged Range Project in the Pilbara region of Western
Australia.
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 £2,474,000 (2023 loss:
£520,000). 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 18 September 2024, the Company had last been notified by two shareholders
with an 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.
· On 8 July 2024, the Company lodged in the UK a substantial holder
notice received from Charles Wood, noting an interest of 15,384,615 Ordinary
Shares (held as CDIs) being 4.1% 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 2024 or their date of resignation
if prior to 30 June 2024, were follows:
Ordinary Shares/CDIs Options/Performance Shares
30 June 2024 30 June 2023(1) 30 June 2024 30 June 2023(1)
Alastair Clayton 7,692,308 - 5,146,154 800,000
Nicole Galloway Warland 1,325,000 125,000 3,700,000 1,600,000
255,032 195,676 1,300,000 800,000
Mark McGeough
Tim Armstrong - - - -
(1) 30 June 2023 numbers are adjusted for the subsequent 10:1 share
consolidation in August 2023.
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. Further information can be
found in Notes 4 and 16 of the annual financial statements.
2024 Salary and Fees Shares issued Post Employment Super Total Fees for Services rendered Short-term employee benefits Options & Perf Shares Total Benefit
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Directors
Alastair Clayton 30 - - 30 30 3 33
Nicole Galloway Warland 118 - 13 131 131 10 141
Mark McGeough 30 - 3 33 33 3 36
Tim Armstrong(1) 3 - - 3 3 - 3
Key Personnel
Ray Ridge 30 - - 30 30 2 32
2024 Total 211 - 16 227 227 18 245
(1) Appointed 16 May 2024
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
Directors Meetings
The Directors hold meetings on a regular basis, and special meetings as
required, to deal with items of business from time to time. Meetings held and
attended by each Director during the year of review were:
2024 Meetings held whilst in Office Meetings attended
Alastair Clayton 7 7
Nicole Galloway Warland 7 7
Mark McGeough 7 7
Tim Armstrong 1 1
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 or Risk Committee;
however, the Company undertakes alternative procedures to verify and safeguard
the integrity of the Company's corporate reporting and risk management
processes, 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 of 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 will aim to achieve and maintain a high standard of workplace
safety. 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 in, or prior to,
November 2024.
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 Group and Parent Company's auditors are unaware, and
· They have taken all the steps that they ought to have taken as a
Director in order to make themselves aware of any relevant audit information
and to establish that the Group's and Parent Company's auditors are aware of
that information.
Going Concern
The Directors note the losses that the Group has made for the Year Ended 30
June 2024. The Directors have prepared cash flow forecasts for the period
ending 30 September 2025 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 completed. 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 30 September 2024.
Alastair Clayton
Ray Ridge
Non-Executive
Chairman
Chief Financial Officer
PKF Littlejohn LLP
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 2024
which comprise the Consolidated and Company Statements of Comprehensive
Income, the Consolidated and Company Statements of Financial Position, the
Consolidated and Company Statements of Changes in Equity, the Consolidated and
Company Statements of Cash Flows and notes to the financial statements,
including 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 2024 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
£2.474m, had net cash outflows from operating activities of £0.577m in the
year and has cash resources of £0.805m 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:
· Obtaining management's base case forecast for the period up to 30
September 2025 and testing the mathematical accuracy of the base case
forecast, including a review of the cash position as and after the year end;
· Reviewing management's assessment of going concern, including their
evaluation of future funding requirements;
· Reviewing the reasonable worst-case forecast scenario prepared by
management and evaluating the financial resources available to address this
scenario; and
· Critically assessing the disclosures made within the financial
statements for consistency with management's assessment of going concern.
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 £134,000 (2023:
£150,000) with performance materiality set at £93,800 (2023: £105,000),
being 70% (2023: 70%) of group materiality. Materiality for the financial
statements as a whole was based upon 1.0% (2023: 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 £6,700 (2023: £7,500) 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 £105,000
(2023: £120,000) with performance materiality set at £73,500 (2023:
£84,000), being 70% of the parent company's materiality.
The benchmark for materiality of the parent company was 0.8% (2023: 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 £5,250 (2023: £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:
£11.95m which relates to the:
· Obtaining the impairment assessment, where required, prepared by
· Molyhil Mine and Bonya tenements in the Northern Territory of management and reviewing for reasonableness, testing the assumptions and
Australia; inputs, as well as assessing whether there were any impairment indicators in
accordance with IFRS 6. This included review of, and testing the inputs for
· Ragged Range Pilbara Project in Western Australia; Molyhil discounted cash flow using the inputs from the latest Mineral Resource
Estimate (MRE);
· Uranuim and Vanadium Projects in Colarado and Utah, USA; and
· Obtaining the current exploration licences, ensuring that they remain
· Alford East, Alford West and Kapunda Projects in South Australia valid and ensuring appropriate disclosures are made where the exploration
licences are due to expire in the next 12 months;
The carrying value and recoverability of these assets are tested annually for
impairment. The estimated recoverable amount of this balance is subjective due · Making enquiries of management over the future plans for the
to the inherent uncertainty involved in the assessment of exploration exploration projects including obtaining cashflow projections where necessary
projects. and corroborating to minimum spend requirements attached to licences;
As a result, there is a risk that the valuation of intangible fixed assets is · Reviewing the working papers and reporting deliverables of component
materially incorrect. auditors;
· Reviewing the exploration and evaluation expenditures to assess their
eligibility for capitalisation under IFRS 6 by corroborating to the original
source documentation;
· Reviewing the latest Australasian Joint Ore Reserves Committee report
for the updated Molyhil MRE prepared by a third party consultant as well as
assessing their expertise; and
· Reviewing the disclosures presented in the financial statements for
accuracy and that they are in accordance with IFRS disclosure requirements.
Key observations
We draw attention to the disclosure in the principal risks and uncertainties
section of the Strategic Report, critical accounting estimates and judgements;
and Note 10 to the financial statements regarding some of the Group's
tenements in Bonya and Molyhil that are due to expire before 31 December 2024,
and for which renewal applications have been submitted, approved, but not yet
finalised. The Directors are not aware of any reason why the licenses will not
be renewed. The future carrying value of these assets is dependent on the
ability of management to renew these licences and to obtain the necessary
funding as required to enable further progress of their exploration assets.
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:
£12.89m. 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, and loans, to
are continued risks pertaining to the successful development as well as the subsidiaries against the underlying assets, including exploration projects and
assessment of the commercial viability of the exploration assets. There is a other assets held by the subsidiaries, and verifying and corroborating the
risk that the judgments and estimates made by the Directors may not be judgments and estimates used by management to assess the recoverability of
reliable, which could result in a material misstatement in the carrying value investments and intercompany receivables.
of the investments in subsidiaries and related intercompany receivables.
· Consideration of recoverability of investments and loans to
subsidiaries 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 and intercompany receivables in each
subsidiary.
Key observations
We draw attention to the disclosure in the Principal risks and uncertainties
section of the Strategic Report, Critical accounting estimates and judgements;
and Note 10 to the financial statements regarding some of the Group's
tenements in Bonya and Molyhil that are due to expire before 31 December 2024,
and for which renewal applications have been submitted, approved, but not yet
finalised. The Directors are not aware of any reason why the licenses will not
be renewed. The future recovery of these loans is dependent on the ability of
management to renew these licences and to obtain the necessary funding as
required to enable further progress of their underlying assets which support
the carrying value
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information 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 directors' responsibilities statement, 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 Regulatory News Service 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
30 September 2024
Statements of Comprehensive Income for the year ended 30 June 2024
Consolidated Company
Note £'000 £'000 £'000 £'000
2024 2023 2024 2023
Administrative expenses (99) (146) (129) (202)
Corporate expenses (534) (523) (284) (239)
Share based payments expense 16 (28) (39) (28) (39)
Realised gain/(loss) on financial assets 2 5 5 5
Exploration expenses - (3) - -
Net impairment of subsidiary loans - - (1,989) (1,011)
Net impairment of investments - - (71) (247)
Write off/Impairment of exploration assets 7 (1,907) - - -
Operating Loss 3 (2,566) (706) (2,496) (1,733)
Interest received 19 4 - -
Interest paid (7) (3) - -
Share of loss of associate, accounted for using the equity method 8d (67) (27) - -
Profit on reduction in ownership of associate 8d 145 - - -
Fair value adjustment on financial assets FVTPL 8c - 19 - 19
Profit/(loss) on sale of investments 8c (7) 129 (7) 129
Loss on sale of assets (2) - - -
Sundry income 11 64 - -
Loss before Taxation (2,474) (520) (2,503) (1,585)
Taxation 5 - - - -
Loss for the year attributable to the equity holders (2,474) (520) (2,503) (1,585)
Other comprehensive income:
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translating foreign operations (30) (1,057) - -
Other comprehensive income for the period, net of income tax (30) (1,057) - -
Loss for the year and total comprehensive loss attributable to the equity (2,504) (1,577) (2,503) (1,585)
holders
Basic & diluted loss per share attributable to the equity holders 6 (0.9)p (0.2)p
The accompanying notes form an integral part of these financial statements.
Statements of Financial Position at 30 June
2024
Co No: 05276414
Consolidated Company
Note £'000 £'000 £'000 £'000
2024 2023 2024 2023
ASSETS
Non-current assets
Intangible assets - deferred exploration costs 7 11,949 12,681 - -
Investment in subsidiaries 8a - - - 71
Loans to subsidiaries 8b - - 13,008 13,926
Financial assets at fair value through profit or loss 8c - - - -
Investments accounted for using the equity method 8d 599 520 - -
Deposits 9 67 105 - -
Right of use asset 10 35 59 - -
Plant and equipment 11 7 51 - -
Total non-current assets 12,657 13,416 13,008 13,997
Current assets
Cash and cash equivalents 17 805 898 317 172
Trade receivables & other assets 12 37 35 2 -
Financial assets at fair value through profit or loss 8c - 124 - 124
Total current assets 842 1,057 319 296
Total assets 13,499 14,473 13,327 14,293
LIABILITIES
Current liabilities
Trade and other payables 13 (159) (115) (59) (29)
Employee annual leave provision (44) (42) - -
Lease Liability 14 (27) (24) - -
Total current liabilities (230) (181) (59) (29)
Non-Current Liabilities
Lease Liability 14 (11) (37) - -
Total non-current liabilities (11) (37) - -
Total liabilities (241) (218) (59) (29)
Net assets 13,258 14,255 13,268 14,264
Equity
Issued share capital 15 3,989 3,850 3,989 3,850
Share premium 28,916 27,813 28,916 27,813
Foreign exchange reserve 1,005 1,035 - -
Merger reserve 405 405 405 405
Share based payments reserve 16 933 938 933 938
Retained losses (21,990) (19,786) (20,975) (18,742)
Total shareholders equity 13,258 14,255 13,268 14,264
The accompanying notes form part of these financial statements. These
Financial Statements were approved by the Board of Directors on 30 September
2024 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 2024
Consolidated Company
£'000 £'000 £'000 £'000
Note
2024 2023 2024 2023
Cash flows from operating activities
Operating Loss (2,566) (706) (2,496) (1,733)
Sundry income 11 64 - -
Decrease/(increase) in trade and other receivables (4) 14 (2) 11
(Decrease)/increase in trade and other payables 8 (61) (10) 1
Depreciation 39 30 -
Impairment subsidiary loans - - 1,989 1,011
Impairment investments in subsidiaries - - 71 246
Exploration expenditure write off 1,907 - - -
Share based payment expense 28 39 28 39
Net cash outflow from operating activities (577) (620) (420) (425)
Cash flows from investing activities
Interest received 19 4 - -
Interest paid (7) (3) - -
R&D and Grants for exploration expenditure 45 304 - -
Payments for exploration expenditure (999) (1,680) - -
Loans to controlled entities - - (820) (2,287)
Payments for bonds 37 (42) - -
Sale/(purchase) of property, plant & equipment 29 (8) - -
Proceeds from the sale of investments 117 418 117 418
Net cash in/(out)flow from investing activities (759) (1,007) (703) (1,869)
Cash flows from financing activities
Finance lease repaid (25) (12) - -
Net issue of ordinary share capital 1,268 1,370 1,268 1,370
Net cash inflow from financing activities 1,243 1,358 1,268 1,370
Net increase in cash and cash equivalents (93) (269) 145 (924)
Exchange gain on cash and cash equivalents - (6) - -
Cash and cash equivalents at beginning of period 898 1,173 172 1,096
Cash and cash equivalents at end of period 805 898 317 172
Major non-cash transactions
The Company has issued the following securities as share-based payments during
the year:
· options to brokers for services provided as part of a two capital
raisings, with a value of £135,000;
· shares and options to acquire a further 29% interest in the
Alford East Project, with a total value of £250,000; and
· performance shares issued to Directors, following shareholder
approval, with a total value of £55,000.
Statements of Changes in Equity For the year ended 30 June 2024
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 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
Balance at 1 July 2023 3,850 27,813 (19,786) 1,035 405 938 14,255
Loss for the period - - (2,474) - - - (2,474)
Foreign currency translation reserve - - - (30) - - (30)
Total comprehensive (loss) for the period - - (2,474) (30) - - (2,504)
Transactions with owners in their capacity as owners
Shares issued 139 1,326 - - - - 1,465
Cost of shares issued - (223) - - - - (223)
Securities exercised/lapsed - - 270 - - (270) -
Securities issued - - - - - 265 265
At 30 June 2024 3,989 28,916 (21,990) 1,005 405 933 13,258
Company
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
Balance at 1 July 2023 3,850 27,813 (18,742) - 405 938 14,264
Loss for the period - - (2,503) - - - (2,503)
Total comprehensive (loss) for the period - - (2,503) - - - (2,503)
Transactions with owners in their capacity as owners
Shares issued 139 1,326 - - - - 1,465
Cost of shares issued - (223) - - - - (223)
Securities exercised/lapsed - - 270 - - (270) -
Securities issued - - - - - 265 265
At 30 June 2024 3,989 28,916 (20,975) - 405 933 13,268
Notes to the Accounts for the year ended 30 June 2024
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Energy Plc for the year ended 30 June
2024 were authorised for issue by the Board on 30 September 2024 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 2024.
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 £2,474,000 during
the period ended 30 June 2024, and had a net cash outflow of £1,336,000 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 2025,
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 2024 was A$87,000 or approximately £45,000 (30 June 2023:
A$546,000 or approximately £304,000).
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 ("£"). 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
The Company does regularly provide share-based remuneration to Directors,
employees, service providers and/or for the acquisition of assets, in the form
of share options and performance rights. 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, or
where there are market based vesting hurdles the valuation is undertaken the
Monte Carlo method.
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.
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 2024 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.
The Group's Bonya tenements (EL29701 and EL32167) and Molyhil tenements
(MLS77, MLS78, MLS79, MLS80, MLS81, MLS82, MLS83, MLS84, MLS85 and MLS86) are
due for renewal on 5 November 2024 and 31 December 2024 respectively. As at
the date of this report, renewal applications have been submitted for Bonya
tenements. It is expected that renewal applications for Molyhil tenements will
be submitted before expiry. Based on the Group's history of successful
tenement renewals and the ongoing process of transferring interests as per
joint venture agreements, the Directors have a reasonable expectation that
these tenements will continue to be maintained as required for ongoing
exploration activities The Group's ability to continue its exploration
programmes and develop its projects is dependent on future fundraising, as
well as the successful renewal of appropriate licensing, the outcome of which
is uncertain but the directors are confident that the tenements will be
renewed.
The Group has written off in deferred exploration costs in Ragged Range
project in the Pilbara region of Australia following the Directors' decision
to pause activity, whilst the Group considers alternatives to joint venture
future exploration or divest the project. The Directors' recoverable amount
assessment is consistent with the original acquisition value of the tenements,
which is supported by the high prospectivity of the area and limited
exploration activity which did confirm mineralisation prospective for Gold,
Lithium and Nickel.
· Share based payment transactions (Note 16)
The Group awarded shares, options (warrants) and performance shares for the
acquisition of an asset, to brokers for services rendered during two capital
raises and to Directors.
The valuation of these securities 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 (Note 8)
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 2024 Head office/ Unallocated Australia United States Consolidated
Revenue
Sundry Income - 11 - 11
Profit/(loss) on sale of investments (7) - - (7)
Impairment of exploration assets - (1,907) - (1,907)
Total Segment Expenditure (294) (276) (1) (571)
(Loss) from Ordinary Activities before Income Tax
(301) (2,172) (1) (2,474)
Income Tax (Expense) - - - -
Retained (loss) (301) (2,172) (1) (2,474)
Assets and Liabilities
Segment assets - 11,743 1,437 13,180
Corporate assets 319 - - 319
Total Assets 319 11,743 1,437 13,499
Segment liabilities - (183) - (183)
Corporate liabilities (58) - - (58)
Total Liabilities (58) (183) - (241)
Net Assets 261 11,560 1,437 13,258
2. Revenue and segmental analysis - Group (continued)
£'000 £'000 £'000 £'000
Year ended 30 June 2023 Head office/ Unallocated Australia United States Consolidated
Revenue
Sundry Income - 64 - 64
Profit/(loss) on sale of 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
3. Expenses by nature
2024 2023
£'000 £'000
Items of expenditure not otherwise disclosed on the Statement of Comprehensive
Income:
Depreciation 39 30
Auditors' remuneration - audit services 47 45
Auditors' remuneration - non audit services 9 8
Directors' emoluments - fees and salaries 213 206
Other employee and contractor costs 171 301
Director and employees costed to exploration (152) (331)
Listing costs (ASX, AIM, registry, investor relations) 258 273
Legal costs 38 13
Auditors' remuneration for audit services above includes £39,600 (2023:
£34,860) to PKF Littlejohn LLP for the audit of the Company and Group.
Remuneration to BDO for the audit of the Australian subsidiaries was £7,168
(2023: £10,074).
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 A$50,000 for services as Directors.
In the case of Australian base Directors this annual fee is inclusive of 11.0%
(11.5% from 1 July 2024) 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 processed
through the Company's payroll at market rate, currently at A$1,000 per day.
Ms Galloway Warland receives an annual full-time salary of A$220,000 plus
A$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
2024
(i) Chairman
Alastair Clayton Non-executive Chairman
(ii) Directors
Nicole Galloway Warland Managing Director
Mark McGeough Non-Executive Director
Tim Armstrong Non-Executive Director (appointed 16 May 2024)
(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/Performance rights Total
& Fees
30 June 2024 £'000 £'000 £'000 £'000 £'000
Directors:
Alastair Clayton 30 - 30 3 33
Nicole Galloway Warland 131 - 131 10 141
Mark McGeough 33 - 33 3 36
Tim Armstrong 3 - 3 - 3
Key Personnel:
Ray Ridge 30 - 30 2 32
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
(c) Compensation by category Group
2024 2023
£'000 £'000
Key Management Personnel
Short-term (cash) 211 230
Share Option/Performance rights 18 6
Post-employment 16 17
245 253
(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.
3,000,000 Performance shares issued to Directors on 7 September 2023,
following shareholder approval on 23 August 2023. The 2,000,000 performance
shares issued to Ms Galloway Warland vest as follows: 400,000 when the ASX
traded CDI Price is A$0.25 plus an additional 64,000 for each A$0.01 that the
ASX traded CDI Price exceeds A$0.25, to the maximum 2,000,000 Thor shares. For
the 500,000 performance shares issued to each of Messrs Clayton and McGeough,
100,000 vest to each of them when the ASX traded CDI Price is A$0.025 plus an
additional 16,000 for each A$0.01 that the ASX traded CDI Price exceeds
A$0.25, to a maximum total of 500,000 Thor shares each. The relevant CDI Price
is the highest closing CDI price for CDIs traded on the ASX in the twelve
months prior to the relevant first, second or third anniversary of the
issuance of the Performance Shares. These performance shares were valued at
£0.01841 per performance share using a Monte Carlo valuation method. These
performance shares are being expensed over their three year vesting period.
(e) Options and Performance Shares holdings of Key Management Personnel
The movement during the reporting period in the number of options and
performance shares that are convertible to ordinary shares in Thor Energy Plc
held, directly, indirectly or beneficially, by key management personnel,
including their personally related entities, is shown below. All amounts have
been adjusted for the 10:1 share consolidation effective 31 August 2023.
Key Management Personnel Held at 30/6/23 or appointment date Options & Performance Shares Granted Held at 30/6/24 or retirement date Vested and exercisable at 30/6/24
(Note A)
Options & Performance Shares Lapsed
(Note B)
Alastair Clayton 800,000 4,346,154 - 5,146,154 4,646,154
Nicole Galloway Warland 1,600,000 2,500,000 (400,000) 3,700,000 1,700,000
Mark McGeough 800,000 500,000 - 1,300,000 800,000
Ray Ridge 490,000 - (250,000) 240,000 240,000
Key Management Personnel Held at 30/6/22 or appointment date Options & Performance Shares Granted Held at 30/6/23 or retirement date Vested and exercisable at 30/6/23
Options & Performance Shares Granted
Alastair Clayton 800,000 - - 800,000 800,000
Nicole Galloway Warland 1,600,000 - - 1,600,000 1,600,000
Mark McGeough 800,000 - - 800,000 800,000
Ray Ridge 490,000 - - 490,000 490,000
Notes:
A. Comprises two transactions:
· 3,846,154 and 500,000 unlisted options issued to Mr Alastair
Clayton and Ms Nicole Galloway Warland, respectively on 27 June 2024, through
their participation in a share placement on the same terms as other placees,
following shareholder approval. The options were granted on the basis of one
free option for every two shares subscribed under the share placement. The
options have an exercise price of A$0.026 and expire on 27 June 2027.
· 3,000,000 Performance shares issued to Directors on 7 September
2023, following shareholder approval on 23 August 2023, comprising 2,000,000
to Ms Galloway Warland and 500,000 to each of Messrs Clayton and McGeough. The
performance shares are subject to THR share price hurdles over the three year
vesting period.
B. ESOP options lapsed on 28 September 2023, with exercise price of A$0.26.
5. Taxation - Group
2024 2023
£'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:
2024 2023
£'000 £'000
Loss on ordinary activities before tax (2,474) (520)
Effective rate of corporation tax in the UK 25.0% 25.0%
Loss on ordinary activities multiplied by the standard rate of corporation tax (619) (130)
Effects of:
Future tax benefit not brought to account 619 130
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
2024 2023
Loss for the year (£ 000's) (2,474) (520)
Weighted average number of Ordinary shares in issue 272,672,646 222,800,090
Loss per share (pence) - basic (0.9)p (0.2)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 2024 and 30 June 2023 have been adjusted for the 10:1 share capital
consolidation that occurred 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
2024 2023
Cost
At 1 July 12,681 12,329
Exploration expenditure 943 1,305
Acquired through acquisitions 250 -
Exchange gain/(loss) (18) (953)
Exploration expenditure write off (1,907) -
At 30 June 11,949 12,681
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 2024, this impairment assessment resulted in an
impairment expense of £1,907,000 (2023: Nil), and £1,907,000 in deferred
exploration costs written off (2023: Nil). As the Group has decided to focus
its available resources on its US Uranium and Alford East projects, activity
at its Ragged Range project in the Pilbara region of Australia has been
paused, whilst the Group considers alternatives to joint venture future
exploration or divest the project. Accordingly, the Directors have decided to
write down the carrying value of the Ragged Range project by £1,907,000 to
its assessed recoverable amount of £553,000. The Directors' recoverable
amount assessment is consistent with the original acquisition value of the
tenements, which is supported by the high prospectivity of the area and
limited exploration activity which did confirm mineralisation prospective for
Gold, Lithium and Nickel.
Based on the Group's current tenement schedule, the following tenements are
due to expire in the next 12 months:
1. EL29701 (Bonya JV project, Northern Territory): Due for renewal on 5
November 2024;
2. EL32167 (Bonya JV project, Northern Territory): Due for renewal on 5
November 2024; and
3. MLS77, MLS78, MLS79, MLS80, MLS81, MLS82, MLS83, MLS84, MLS85 and
MLS86(Molyhil, Northern Territory): 31 December 2024.
As at the date of this report, renewal applications have been submitted for
Bonya tenements. It is expected that renewal applications for Molyhil
tenements will be submitted before expiry. It should be noted that Thor's 40%
interest in EL29701 is currently in the process of being transferred to
Investigator Resources Limited as part of the Molyhil project agreement (see
Molyhil Project Earn-in Agreement summary below).
The Group's other exploration tenements have expiry dates ranging from 2025 to
2029.
Based on the Group's history of successful tenement renewals and the ongoing
process of transferring interests as per joint venture agreements, the
Directors have a reasonable expectation that these tenements will continue to
be maintained as required for ongoing exploration activities.
The Net additions in the period of £943,000 includes £686,000 of drilling
related expenditure on its priority Uranium projects in the US.
Acquired through acquisition of £250,000 in the period relates to the issue
of shares and options to increase the Group's interest from 51% to 80% in the
copper oxide mineral rights in the Alford East Copper-Gold-REE Project, having
satisfied its earn-in expenditure commitments. The securities issued comprised
9,259,260 fully paid Thor shares, issued at a price of A$0.027 per share
(refer Note 15) and 18,518,520 unlisted options, exercisable at A$0.30 and an
expiry date of 3 November 2028 (refer Note 16).
Molyhil Project Earn-in Agreement
The exploration asset at 30 June 2024 of £11,949,000 includes the carrying
value of £8,912,000 for the Molyhil Project in the Northern Territory,
Australia. On 24 November 2022, the Company signed 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. 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$1,000,000 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). On 22 April 2024, Fram advised Thor in writing that it had met the
stage 1 expenditure requirement, with the parties now required to progress a
Joint Venture ("JV") Agreement and Thor to transfer to Fram a 25% interest in
Molyhil tenements and the transfer of Thor's 40% interest in Bonya tenement
(EL29701).Subsequent to 30 June 2024, on 13 August 2024, Thor and Fram
executed a JV Agreement and transferred the relevant interests in the
tenements. Under the HOA, IVR also issued Thor with 5,000,000 IVR shares
(refer Note 21).
· Stage 2. If Fram spends 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 spends 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 26.3
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 100% owned subsidiary 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
2024 2023
Investment in subsidiary undertakings 2,637 2,637
Less: Impairment provision against investment (2,637) (2,566)
- 71
(b) Loans to subsidiaries:
Company
£'000 £'000
2024 2023
Loans to subsidiary undertakings 18,972 17,901
Less: Impairment provision against loan (5,964) (3,975)
13,008 13,926
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
2024 2023 2024 2023
Investment in Power Metal Resources Plc represented by:
Current - 124 - 124
Non-current - - - -
Total financial assets - 124 - 124
During the first six months of the financial year ended 30 June 2023, 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 increment recognised in the year ended 30 June 2023 was £19,000.
During the year ended 30 June 2024, the Group sold its remaining 17,118,920
POW Shares 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
2024 2023 2024 2023
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 loss of associate, accounted for using the equity method (73) (6) - -
Profit on disposal of associate 145 - - -
Share of foreign currency translation reserve (34) (35) - -
599 520 - -
At the commencement of the year ended 30 June 2024, Thor held a 30% equity
interest in private Australian company, EnviroCopper Limited ("ECL"). ECL had
agreed to earn, in two stages, up to 75% of the rights over metals which may
be recovered via 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: AND,
"Andromeda").
During the year ended 30 June 2024, ECL signed an agreement to acquire the
remaining 25% of exploration Licence 5984 from Andromeda. As part of the
acquisition consideration, ECL issued Andromeda 203,008 ECL shares equivalent
to 5% of the current ECL capitalisation. This issue of ECL shares diluted
Thor's equity interest in ECL to 28.6%. ECL will issue a further 101,504 ECL
shares upon successful completion of a Site Environmental Lixiviant Test -
currently underway.
On 18 December 2023, Alligator Energy Limited ("Alligator") announced a
strategic investment into ECL, to fund ECL's further development of the ISR
copper projects. On 25 January 2024, Alligator completed its initial
investment of A$0.9m for 7.8% of ECL. Following this initial investment by
Alligator, Thor's equity interest in ECL was further diluted to 26.3%.
Consolidated Company
% £'000 £'000
2024 2024
Value of investment at 30 June 2023 520 -
Share of loss to date of dilution 30% (42) -
Value of investment at change in ownership date 478 -
Profit on reduction in ownership 2.7% 145 -
Share of loss to year end 26.3% (25) -
Share of foreign currency translation reserve 1 -
Value of investment at 30 June 2023 599 -
On 24 January 2024, Alligator Energy Limited acquired a 12.44% ownership of
ECL, resulting in a reduction on Thor's ownership interest from 30.0% to
26.3%. In accordance with AASB 128 a profit of £145,000 was recognised upon
the 3.7% reduction/disposal of Thor's ownership interest, calculated as
follows:
ECL net assets Thor investment in ECL
£'000 £'000
% ownership Share of ECL net assets Share of goodwill(1) Book value of investment
At the date of reduced ownership 89 30% 27 451 478
New investors contribution for 12.44% 779
868 26.3% 228 395 623
Profit on reduction in ownership 145
(1) Goodwill proportionately reduced to 26.3% / 30% x £451,000 = £395,000.
Alligator has an exclusive option to make further staged strategic investments
of up to a further A$11.7m which would increase its ownership of ECL to 50.1%.
Any such future investments may further dilute Thor's interest in ECL.
The tables below provide summarised audited consolidated financial information
for ECL 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
2024 2023
Summarised statement of financial position:
ASSETS
Current assets
Cash and cash equivalents 285 384
Other current assets 34 32
Provision for income tax 195 169
Total current assets 514 585
Non current assets
Plant and equipment 23 22
Right-of-use assets 17 7
Exploration assets 315 -
Total non current assets 355 29
TOTAL ASSETS 869 614
LIABILITIES
Current liabilities
Trade and other payables 47 146
Employee benefits 15 -
Contract liabilities 22 221
Current lease liabilities 9 8
Total current liabilities 93 375
Non current liabilities
Deferred tax liability - 9
Non current lease liability 7 -
Total non current liabilities 7 9
TOTAL LIABILITIES 100 384
NET ASSETS 769 230
Summarised statement of comprehensive income:
Total income 701 472
Less expenses (854) (759)
Net profit before tax (153) (287)
Tax expense (80) 197
Net profit/(loss) after tax (233) (90)
Thor's Share of Net profit/(loss) (67) (27)
Profit on reduction in ownership 145 -
9. Deposits
Consolidated Company
£'000 £'000 £'000 £'000
2024 2023 2024 2023
Deposits with banks and Government agencies 67 105 - -
67 105 - -
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
2024 2023 2024 2023
(i) IFRS 16 related amounts recognised in the Statement of Financial
Position
Leased building 74 73 - -
Less: accumulated depreciation (39) (14) - -
Right of use asset 35 59 - -
Movements in Carrying Amount
Opening balance 59 - - -
Initial recognition of a new office lease - 73 - -
Depreciation expense (25) (15) - -
Foreign exchange translation gain / (loss) 1 1 - -
35 59 - -
(ii) IFRS 16 related amounts recognised in the Statement of Comprehensive
Income/(Loss)
Depreciation charge related to right of use asset (25) (10) - -
Interest expense on lease liabilities (3) - - -
Short term lease expenses (27) (24) - -
-
(iii) Total Full Year cash out flows for leases (25) (12) - -
Consolidated Company
11. Property, plant and equipment
£'000 £'000 £'000 £'000
Plant and Equipment: 2024 2023 2024 2023
At cost 51 127 - -
Accumulated depreciation (44) (76) - -
Total Property, Plant and Equipment 7 51 - -
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 51 62 - -
Additions - 8 - -
Disposals (29) - - -
Foreign exchange impact, net (1) (4) - -
Depreciation expense (14) (15) - -
At 30 June 7 51 - -
12. Trade receivables and other assets
Consolidated Company
£'000 £'000 £'000 £'000
Current 2024 2023 2024 2023
Trade and other receivables 9 15 - -
Prepayments 28 20 2 -
37 35 2 -
At 30 June 2024 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
2024 2023 2024 2023
Trade payables (88) (83) (18) (23)
Other payables (71) (32) (41) (6)
(159) (115) (59) (29)
The carrying amounts of trade and other payables are denominated in the
following currencies:
UK Pounds (59) (29) (59) (29)
Australian Dollars (100) (86) - -
(159) (115) (59) (29)
14. Lease liability
Consolidated Company
£'000 £'000 £'000 £'000
2024 2023 2024 2023
Lease Liability is represented by:
Current 27 24 - -
Non-Current 11 37 - -
Total Lease Liability 38 61 - -
15. Issued share capital
2024 2023
£'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 ((1)) 761 761
378,610,068 Ordinary shares of £0.001 each 378 239
(2023: 982,870,766 'Deferred Shares' of £0.0029 each, 7,928,958,500 'A
Deferred Shares' of £0.000096 each and 2,392,912,840 ordinary shares of
£0.0001 each)
3,989 3,850
Movement in share capital
2024 2023
Ordinary shares of £0.0001 Number £'000 Number £'000
At 1 July 2,392,912,840 3,850 2,014,341,411 3,812
Share consolidation (10:1) ((2)) 239,291,284 - - -
Shares issued for cash ((3)) 130,059,524 130 378,571,429 38
Shares issued for asset acquisition ((4)) 9,259,260 9 - -
At 30 June 378,610,068 3,989 2,392,912,840 3,850
Nominal Value
(1) 'Deferred Shares' and 'A Deferred Shares' were created through a
shareholder approved re-organisation of the Company's capital in September
2013 and November 2016 respectively. The 'Deferred Shares' and 'A Deferred
Shares' may, 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) Following shareholder approval on 23 August 2023, the Company
implemented a share capital consolidation for its listed securities on 31
August 2023. Under the share capital consolidation, the Company reduced the
number of its Ordinary Shares by way of a consolidation on the basis of 10
Ordinary Shares of 0.01p each into one new Ordinary Share of 0.1p each.
Accordingly, holdings in the Company's CDIs, quoted on the ASX, were also
reduced by way of a consolidation on the basis of 10 CDIs into one new CDI.
(3) Shares issued for cash during the period included:
A small strategic placement on 28 September 2023, raising gross proceeds of
A$1,000,000 via the placing of 23,809,524 Ordinary Shares, at a price of
A$0.042 per Ordinary Share. All placees received one option for each Ordinary
Share subscribed, being a total of 23,809,524 options (the "Placement
Options"). All Placement Options were issued as the existing class of ASX
listed options (ASX: THROD) which are exercisable at A$0.09 (9 cents) and
expire in January 2025.
Thor and Fleet formed a collaborative partnership to accelerate mineral
exploration at Alford East Project. As part of this collaboration Fleet
acquired equity interest in Thor via the issue of 6,250,000 Ordinary Shares on
7 September 2023 at a price of A$0.04 per Ordinary Share.
In May and June 2024, the Company completed a 2-tranche placement to
sophisticated and institutional investors, raising proceeds of A$1,300,000 via
placing total of 100,000,000 Ordinary Shares at a price of A$0.013 per
Ordinary Share. 70,000,000 unlisted Options were issued on the basis of one
Option for every two Ordinary Shares issued, which are exercisable at A$0.026
(2.6 cents) and expire in June 2027.
(4) Thor fulfilled its Stage 2 expenditure obligations at the Alford
East Copper-Gold-REE Project. Completing Stage 2 of the earn-in entitled Thor
to increase its interest from 51% to 80% in the copper oxide mineral rights
from Spencer. To complete its Stage 2 commitments Thor issued Spencer
A$250,000 in fully paid Thor shares, issued at a price of A$0.027 per share
(being the 5-day ASX VWAP on the date immediately before allotment) and
18,518,520 unlisted options, exercisable at A$0.30 (30 cents) and an expiry
date of 3 November 2028.
Warrants on issue
The following options (termed 'warrants' in the UK) and performance shares
have been granted by the Company and have not been exercised as at 30 June
2024. All options existing at 31 August 2023 have been adjusted for the 10:1
share capital consolidation.
Number Grant Date Expiry Date Exercise Price
3,600,000(1) 22 Nov 2021 22 Nov 2025 £0.130
3,125,000(2) 26 Nov 2021 25 Nov 2026 A$0.300
1,440,000(3) 17 May 2022 12 May 2025 A$0.250
9,464,285(4) 5 Jan 2023 5 Jan 2025 £0.090
28,392,837(5) 5 Jan 2023 5 Jan 2025 £0.090
5,800,000(6) 28 Sep 2023 5 Jan 2025 £0.090
23,809,524(7) 28 Sep 2023 5 Jan 2025 £0.090
18,518,520(8) 3 Nov 2023 3 Nov 2028 A$0.300
50,000,000(9) 27 & 28 Jun 2024 27 Jun 2027 A$0.026
20,000,000(10) 27 Jun 2024 27 Jun 2027 A$0.026
3,000,000(11) 7 Sep 2023 7 Sep 2026 A$0.000
167,150,166 Total outstanding
Share options and performance shares carry no rights to dividends and no
voting rights, one option or performance share converts to one ordinary share.
(1) Options were granted to Directors of the Company, as approved by
shareholders.
(2) Options granted as part of the consideration for an acquisition.
(3) Options granted to employees under the terms of the Company's shareholder
approved employees share option plan.
(4) ASX listed Options (ASX: THROD) granted to the lead broker of a capital
raise.
(5) ASX listed options (ASX: THROD) granted to investors as part of a capital
raise.
(6) ASX listed Options (ASX: THROD) granted to the lead broker of a capital
raise.
(7) ASX listed options (ASX: THROD) granted to investors as part of a capital
raise.
(8) Options granted as consideration for the acquisition of an exploration
asset.
(9) Options granted to investors as part of a capital raise.
(10) Options granted to the lead broker of a capital raise.
(11) Performance Shares granted to Directors, following shareholder approval.
Vesting is subject to the achievement of price hurdles measured against the
traded price of ordinary shares quoted on the ASX as CDIs.
The following reconciles the outstanding options at the beginning and end of
the financial year:
Number Number Weighted Average Exercise Price (GBP)
Balance at the beginning of the year 767,253,829 0.0071
Lapsed pre consolidation (192,118,461) 0.0077
Balance pre consolidation 575,135,368 0.0069
Warrants consolidation (10:1) 57,513,502 0.0692
Granted during the year post consolidation 118,128,044 0.0446
Lapsed post consolidation (11,491,380) 0.1042
Balance at the end of the year 164,150,166 0.0490
The options outstanding at 30 June 2024 had a weighted average remaining
number of days until expiry of 746 (2023: 393 days).
Additionally, the Company issued 3,000,000 performance shares during the
financial year that convert to ordinary shares for nil consideration at any
time through to 7 September 2026 subject to vesting conditions (799 days
outstanding). These are not included in the above summary table relating to
options.
16. Share based payments reserve
2024 2023
£'000 £'000
Opening balance 938 866
Options exercised or lapsed
Lapsed 8,333,000 @ £0.00393 - (33)
Lapsed 5,000,000 @ £0.00362 - (18)
Lapsed 22,000,000 @ £0.00306 - (67)
Lapsed 20,280,000 @ £0.00156 (32) -
Lapsed 16,000,000 @ £0.00172 (28) -
Lapsed 750,000 @ £0.05090 (38) -
Lapsed 400,000 @ £0.06640 (27) -
Lapsed 2,200,000 @ £0.04658 (102) -
Lapsed 564,705 @ £0.05750 (32) -
Lapsed 243,352 @ £0.04540 (11) -
(270) (118)
Options expensed through the Statement of comprehensive income
Issued 1,440,000 ESOP @ £0.06300 (1) 12 39
Issued 3,000,000 performance shares @ £0.01841 (2) 16 -
28 39
Options recognised as capital raising costs
Issued 9,464,285 to a service provider @ £0.00160 - 151
Issued 20,000,000 to a service provider @ £0.00501 (3) 100 -
Issued 5,800,000 to a service provider @ £0.00312 (4) 18 -
118 151
Options issued for an acquisition
18,518,520 options issued @ £0.00640 (5) 119 -
Closing balance 933 938
(1) 960,000 of 1,440,000 options were expensed upon vesting prior to 30 June
2023; the remaining 480,000 vested in May 2024 with £12,000 expensed in the
year ended 30 June 2024.
(2) 3,000,000 Performance shares issued to directors on 7 September 2023,
following shareholder approval on 23 August 2023. The 2,000,000 performance
shares issued to Ms Galloway Warland vest as follows: 400,000 when the ASX
traded CDI Price is A$0.25 plus an additional 64,000 for each A$0.01 that the
ASX traded CDI Price exceeds A$0.25, to the maximum 2,000,000 Thor shares. For
the 500,000 performance shares issued to each of Messrs Clayton and McGeough,
100,000 vest to each of them when the ASX traded CDI Price is A$0.25 plus an
additional 16,000 for each A$0.01 that the ASX traded CDI Price exceeds
A$0.25, to a maximum total of 500,000 Thor shares each. The relevant CDI Price
is the highest closing CDI price for CDIs traded on the ASX in the twelve
months prior to the relevant first, second or third anniversary of the
issuance of the Performance Shares.
(3) Unlisted options issued to a broker undertaking a capital raise completed
on 27 June 2024. The options were valued using a Black Scholes model as at 20
June 2024, being the date of shareholder approval to issue these options.
(4) Listed Options (ASX:THROD) issued to a broker to the capital raise
completed on 28 September 2023. Valued at the ASX closing price of A$0.006 for
the options on 15 September 2023, being the day prior to the broker placement
agreement.
(5) Unlisted options issued, together with 9,259,260 Thor shares, to increase
Thor's interest from 51% to 80% in the Alford East Copper-Gold-REE Project.
Options are valued at an estimate of the cost of the services provided. Where
the fair value of the services provided cannot be estimated, the value of
listed options granted is calculated by reference to the last traded price, or
for unlisted options by using the Black-Scholes model taking into account the
terms and conditions upon which the options are granted. Where the options
contain market based vesting conditions a Monte Carlo options valuation is
undertaken. The following table lists the inputs calculations used for the
share options in the balance of the Share Based Payments Reserve as at 30 June
2024 or lapsed during the year ended 30 June 2024.
(i) Options and performance shares comprising the share-based payments reserve
at 30 June 2024 (all relevant amounts have been adjusted for the 10:1 share
capital consolidation effective August 2023)
3,600,000 Options granted to Directors on 22 November 2021
Dividend yield 0.00%
Underlying Security spot price £0.087
Exercise price £0.130
Standard deviation of returns 126%
Risk free rate 0.87%
Expiration period 4yrs
Black Scholes valuation per option £0.06560
Fair value expensed as a share-based payment
3,125,000 Options granted for acquisition 26 November 2021
Dividend yield 0.00%
Underlying Security spot price A$0.15
Exercise price A$0.30
Standard deviation of returns 126%
Risk free rate 1.44%
Expiration period 5yrs
Black Scholes valuation per option £0.06463
Fair value capitalised as part of the cost of acquisition (refer Note 7)
1,440,000 Options granted under an ESOP on 17 May 2022
Dividend yield 0.00%
Underlying Security spot price A$0.16
Exercise price A$0.25
Standard deviation of returns 128%
Risk free rate 2.51%
Expiration period 3yrs
Fair value expensed as a share-based payment* £0.06300
Black Scholes valuation per option
480,000 Options vested immediately and were fully expensed when granted.
480,000 Options vested and expensed through to 12 May 2023.
480,000 Options vested and expensed through to 12 May 2024.
* The total value of options expensed as share-based payments during the year
ended 30 June 2024 is £12,000 for relating to the 480,000 of these 1,440,000
options were expensed over the vesting period.
9,464,285 Options granted to a service provider on 5 January 2023
Dividend yield 0.00%
Underlying Security spot price A$0.06
Exercise price A$0.09
Standard deviation of returns 105%
Risk free rate 3.35%
Expiration period 2yr
Black Scholes valuation per option £0.01600
Fair Value recognised as part of the cost of the capital raising.
5,800,000 Options granted to a service provider on 28 September 2023
ASX quoted options (ASX: THROD) valued at the ASX closing price per option of £0.00312
A$0.006 at the applicable AUD:GBP exchange rate, the day prior to entering
into the agreement with the service provider.
Fair Value recognised as part of the cost of the capital raising.
3,000,000 Performance rights granted to Directors on 7 September 2023
Dividend yield 0.00%
Underlying Security spot price A$0.050
Exercise price A$0.000
Standard deviation of returns 125.43%
Risk free rate 3.87%
Expiration period 3yrs
Monte Carlo Simulation valuation per option £0.01841
The options are being expensed as a share-based payment through the Statement
of comprehensive income over their three year vesting period.
18,518,520 Options granted for an asset acquisition on 3 November 2023
Dividend yield 0.00%
Underlying Security spot price A$0.0240
Exercise price A$0.300
Standard deviation of returns 115%
Risk free rate 4.36%
Expiration period 5.2yrs
Black Scholes valuation per option £0.0060
20,000,000 Options granted to a service provider on 5 January 2023
Dividend yield 0.00%
Underlying Security spot price A$0.016
Exercise price A$0.026
Standard deviation of returns 110%
Risk free rate 3.85%
Expiration period 5yr
Black Scholes valuation per option £0.00501
Fair Value recognised as part of the cost of the capital raising.
(ii) Options exercised or lapsed in the year ended 30 June 2024
20,280,000 Options 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 £0.00160
16,000,000 Options 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 £0.00170
400,000 Options granted to a service provider 23 October 2020
Dividend yield 0.00%
Underlying Security spot price £0.093
Exercise price £0.054
Standard deviation of returns 100%
Risk free rate 0.13%
Expiration period 3 yrs
Black Scholes valuation per option £0.06640
750,000 Options granted ESOP 29 September 2020
Dividend yield 0.00%
Underlying Security spot price £0.095
Exercise price A$0.260
Standard deviation of returns 100%
Risk free rate 0.17%
Expiration period 3 yrs
Black Scholes valuation per option £0.05090
564,705 Options granted to service provider 27 January 2021
Dividend yield 0.00%
Underlying Security spot price £0.0925
Exercise price £0.085
Standard deviation of returns 98%
Risk free rate 0.110%
Expiration period 3yrs
Black Scholes valuation per option £0.058
243,352 Options granted to service provider 28 May 2021
Dividend yield 0.00%
Underlying Security spot price £0.083
Exercise price £0.10273
Standard deviation of returns 96%
Risk free rate 0.130%
Expiration period 3yrs
Black Scholes valuation per option £0.04500
2,200,000 Options granted to a service provider on 20 December 2021
Dividend yield 0.00%
Underlying Security spot price A$0.15
Exercise price A$0.20
Standard deviation of returns 126%
Risk free rate 0.53%
Expiration period 2yrs
Black Scholes valuation per option £0.04660
Fair Value recognised as part of the cost of the capital raising.
17. Analysis of changes in net cash and cash equivalents
1 July 2023 Cash flows Non-cash changes 30 June 2024
£'000 £'000 £'000 £'000
Cash at bank and in hand - Group 898 (93) - 805
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 2024 were £172,000 (2023: £94,000). 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 2024, 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:
2024 2023
£'000 £'000
Sterling 317 172
Australian Dollars 488 726
805 898
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.
2024 2023
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
Financial assets not measured at fair value:
Cash and cash equivalents 805 805 898 898
Trade & other receivables 37 37 35 35
Deposits supporting performance guarantees 67 67 105 105
Financial liabilities:
Trade and other payables 159 159 115 115
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 2024 - Group < 1 year >1 to <2 Years >2 to <5 Years
£'000 £'000 £'000 £'000
Financial Assets
Fixed rate
At call Account - AUD 3.3% 437 - - 437
At call Account - AUD 0% 51 - - 51
At call Account - STG 0% 317 - - 317
805 - - 805
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
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 - - - -
(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 2024, the estimated recoverable
amount converted to £13,008 (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 £37,792 was paid to Druces LLP Solicitors
(2023: £10,214) on normal commercial terms.
Transactions with Directors and Director related entities are disclosed in
Note 4.
21. Subsequent events
On 8 July 2024, the Company announced that drilling at the Alford West Copper
ISR Project in South Australia had commenced, following Thor's successful
drilling and copper recovery hydrometallurgical work at the adjacent Alford
East Copper ISR Project in December 2023. The drilling program will comprise
three water bores for hydrogeological baseline assessment, and subsequent
push-pull and tracer testing as part of the first phase of In-Situ Recovery
Site Environmental Lixiviant Trials.
On 12 August 2024, the Company announced all approvals had been granted for
drilling at the Company's 100% owned Wedding Bell and Radium Mountain
Projects, including Rim Rock and Groundhog Prospects, located in southwest
Colorado, USA. Options for drill programmes include testing along strike of
the known mineralisation as Rim Rock and Groundhog that may, if successful,
form part of any future mineral resource estimations.
On 14 August 2024, the Company announced that effective 13 August 2024, a
Joint Venture Agreement ("JV") had been formalised for the Molyhil Projects,
including the transfer of a 25% interest in Molyhil tenements and the transfer
of Thor's 40% interest in Bonya tenement EL29701, to Fram Resources Pty Ltd, a
100% owned subsidiary of Investigator Resources Ltd (ASX: IVR). Consequent to
the formation of the JV, the Company retains a 75% interest in the Molyhil
project, including measured, indicated and inferred resources, situated in the
Northern Territory of Australia. The formation of the JV also triggered an
obligation for IVR to issue 5,000,000 IVR Shares to Thor, which were valued at
A$200,000 using the IVR closing price the day prior to the execution of the JV
Agreement.
Other than the above, there has not been any other material events arising
subsequent to 30 June 2024 to the date of this report which may significantly
affect the operations of the Group or Company, the results of those operations
and the state of affairs of the Group or Company in the future.
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Limited
Listing Rules and not disclosed elsewhere in this report.
Date and Place of Incorporation, and Application of Takeover Provisions
a) The Company was incorporated in England on 3 November 2004, and
reregistered as a public company on 6 June 2005.
b) The Company is not subject to Chapters 6, 6A, 6B and 6C of the
Australian Corporations Act dealing with the acquisition of shares (including
substantial shareholdings and takeovers).
c) As a public company incorporated in England and Wales, Thor
Energy Plc is subject to the City Code on Takeovers and Mergers (the Code).
Subject to certain exceptions and limitations, a mandatory offer is required
to be made under Rule 9 of the Code broadly where:
(i) a bidder and any persons acting in concert with it acquire shares
carrying 30% or more of the voting rights of a target company; or
(ii) if a bidder, together with any concert parties, increases its holding
where its holding is not less than 30% but not more than 50% of the voting
rights.
Rule 9 requires a mandatory offer to be made in cash and at the highest price
paid by the bidder (or any persons acting in concert with it) for any interest
in shares of the relevant class during the 12 months prior to the announcement
of the offer.
In addition, save in certain specified circumstances, rule 5 of the code
imposes restrictions on acquisitions which increase a person's total number of
voting rights in Thor Energy Plc (when aggregated with those of his concert
parties) to 30% or more of the total voting rights of the company or if he,
together with his concert parties, having an interest in 30% or more of such
voting rights, acquires more voting rights up to (and including) a total of
50%.
Where a bidder obtains acceptances of at least 90% of the shares subject to a
takeover offer (which excludes any shares held by it or its concert parties)
and acceptances of at least 90% of the voting rights carried by the shares
subject to the offer, it can require the remaining shareholders who have not
accepted the offer to sell their shares on the terms of the offer.
Shareholdings (as at 23 August 2024)
Class of shares and voting rights
(a) at meetings of members or classes of members each member
entitled to vote may vote in person or by proxy or attorney; and
(b) on a show of hands every person present who is a member has
one vote, and on a poll every person present in person or by proxy or attorney
has one vote for each Ordinary Share held.
On-market buy-back
There is no current on-market buy-back.
Securities in issue as at 23 August 2024
Total shares and CDIs on issue are 378,610,068.
Total listed warrants on issue are 67,466,646 (ASX THROD).
Total unlisted warrants are 96,683,520.
Total Performance Shares are 3,000,000.
Distribution of equity securities
Category (number of shares/CDIs) Number of Shareholders
1 - 1,000 337
1,001 - 5,000 519
5,001 - 10,000 422
10,001 - 100,000 973
100,001 and over 343
2,594
The number of Australian shareholders (CDI holders) holding less than a
marketable parcel is 1,825.
The marketable parcel size of A$500 equates to 31,250 CDIs.
Category (number of ASX listed warrants THROD) Number of Holders
1 - 1,000 1
1,001 - 5,000 -
5,001 - 10,000 -
10,001 - 100,000 14
100,001 and over 54
69
Category (number of unlisted warrants) Number of Holders
1 - 1,000 -
1,001 - 5,000 -
5,001 - 10,000 -
10,001 - 100,000 -
100,001 and over 11
11
Category (number of performance shares) Number of Holders
1 - 1,000 -
1,001 - 5,000 -
5,001 - 10,000 -
10,001 - 100,000 -
100,001 and over 3
3
Substantial holder notifications
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.
On 8 July 2024, the Company lodged in the UK a substantial holder notice
received from Charles Wood, noting an interest of 15,384,615 Ordinary Shares
(held as CDIs) being 4.1% in the total ordinary shares on issue at that time.
Twenty largest shareholders (Ordinary Shares and CDI's) as at 23 August 2024
Name Number of shares held Percentage of shares held
THE BANK OF NEW YORK (NOMINEES) LIMITED 20,952,173 5.53%
DAMOST PTY LTD 20,900,000 5.52%
BARNARD NOMINEES LTD 14,322,855 3.78%
JAMES CAPEL (NOMINEES) LIMITED 11,607,483 3.07%
HARGREAVES LANSDOWN (NOMINEES) LIMITED 10,905,469 2.88%
SPENCER METALS PTY LTD 10,821,760 2.86%
BARCLAYS DIRECT INVESTING NOMINEES LIMITED 10,420,155 2.75%
TWO TOPS PTY LTD 9,230,769 2.44%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED SMKTISAS 9,076,892 2.40%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED SMKTNOMS 8,016,131 2.12%
MR ALASTAIR RAOUL CLAYTON 7,692,308 2.03%
HARGREAVES LANSDOWN (NOMINEES) LIMITED 6,780,308 1.79%
FLEET INVESTMENT FUND PTY LTD 6,250,000 1.65%
CITICORP NOMINEES PTY LIMITED 5,495,157 1.45%
MR SIMON WILLIAM TRITTON 5,491,720 1.45%
HARGREAVES LANSDOWN (NOMINEES) LIMITED 5,147,322 1.36%
MR BERTRAND LALANNE 4,168,720 1.10%
TEMPEST DAWN PTY LIMITED 3,939,714 1.04%
HSDL NOMINEES LIMITED 3,637,047 0.96%
MR STEPHEN JOHN DOBSON 3,500,000 0.93%
TOTAL 178,355,983 47.11%
Twenty largest listed warrant/option holders as at 23 August 2024
ASX: THROD, Exercise price A$0.09, expiry date 5 January 2025
Name Number of options held Percentage of options held
M & K KORKIDAS PTY LTD 20,047,995 29.72%
BLACKCRO INVESTMENTS PTY LTD 9,300,000 13.78%
MR PETER ANDREW PROKSA 6,074,725 9.00%
CITICORP NOMINEES PTY LIMITED 4,522,645 6.70%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 2,380,953 3.53%
MS CHUNYAN NIU 2,380,952 3.53%
PAC PARTNERS PTY LTD 1,892,857 2.81%
BNP PARIBAS NOMS PTY LTD 1,506,300 2.23%
AYERS CAPITAL PTY LTD 1,428,572 2.12%
EMERGING EQUITIES PTY LTD 1,419,642 2.10%
MR MICHAEL SANDERSON 1,000,000 1.48%
PAUL THOMSON FURNITURE PTY LTD 1,000,000 1.48%
MR ALEXANDER MICHAEL LEWIT 966,307 1.43%
MR DAVID FAGAN 890,109 1.32%
MR DAVID FAGAN 800,000 1.19%
MR GERVAISE ROBERT JOHN HEDDLE 750,000 1.11%
AJ LOO HOLDINGS PTY LTD 500,000 0.74%
MONERIS PTY LTD 500,000 0.74%
AYMON PACIFIC PTY LTD 476,191 0.71%
MR PHILLIP ALLAN CUNNINGHAM 476,191 0.71%
TOTAL 58,313,439 86.43%
Unlisted Option / Warrants as at 23 August 2024
Option Holders Expiry Date Number of Holders Number of Warrants Percentage of Total Warrants
Exercise Price A$0.25 12-May-25 4 1,440,000 1.49%
Exercise Price £0.13 22-Nov-25 4 3,600,000 3.72%
Exercise Price A$0.30 25-Nov-26 1 3,125,000 3.23%
Exercise Price A$0.30 03-Nov-28 1 18,518,520 19.16%
Exercise Price A$0.026 27-Jun-27 1 70,000,000 72.40%
TOTAL 11 96,683,520 100.00%
Performance Shares as at 23 August 2024
Performance Shares of 3,000,000 are held by Directors: 2,000,000 to Ms
Galloway Warland, 500,000 to Mr Clayton and 500,000 to Mr McGeough. The total
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 2023).
Securities held on Escrow
No shares or CDIs are held in escrow.
Stock Exchanges
Thor Energy Plc shares are dual listed on the AIM market and the Australian
Stock Exchange. On the ASX they are traded as CDIs.
ASX CORPORATE GOVERNANCE DISCLOSURE
The Board have chosen to apply the ASX Corporate Governance Principles and
Recommendations (ASX Corporate Governance Council, 4th 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, the Corporate
Governance Statement details the extent to which the Company has followed the
recommendations set by the ASX Corporate Governance Council during the
reporting period. A separate disclosure is made where the Company has not
followed a specific recommendation, together with the reasons and any
alternative governance practice, as applicable. This information is reviewed
annually.
A copy of the Company's corporate governance policy is available on the
Company's website
https://www.thorenergyplc.com/about-us/#corporate-governance.
Skills, experience, expertise and term of office of each Director
A profile of each Director containing the applicable information is set out on
the Company's website and elsewhere within this document.
Identification of Independent Directors
Messrs Clayton, McGeough and Armstrong are independent Directors in accordance
with the criteria set out in the ASX Principles and Recommendations.
Statement concerning availability of independent professional advice
Subject to the approval of the Chairman, an individual Director may engage an
outside adviser at the expense of Thor Energy Plc for the purposes of seeking
independent advice in appropriate circumstances.
Names of nomination committee members and their attendance at committee
meetings
Whilst the Company does not have a formal nomination committee, it does
formally consider Board succession issues and whether the Board has the
appropriate balance of skills, knowledge, experience, independence and
diversity.
Names and qualifications of audit committee members
The full Board performs the functions of the Audit Committee. All directors
are considered financially literate.
The Board last undertook a Board performance review in September 2023.
TENEMENT SCHEDULE
At 30 June 2024, the consolidated entity holds an interest in the following
Australian tenements:
Project Tenement Area kms(2) Area ha. Holders Company Interest
Molyhil * EL22349 228.10 Molyhil Mining Pty Ltd 100%
Molyhil * EL31130 9.51 Molyhil Mining Pty Ltd 100%
Molyhil * ML23825 95.92 Molyhil Mining Pty Ltd 100%
Molyhil * ML24429 91.12 Molyhil Mining Pty Ltd 100%
Molyhil * ML25721 56.2 Molyhil Mining Pty Ltd 100%
Molyhil * AA29732 38.6 Molyhil Mining Pty Ltd 100%
Molyhil * MLS77 16.18 Molyhil Mining Pty Ltd 100%
Molyhil * MLS78 16.18 Molyhil Mining Pty Ltd 100%
Molyhil * MLS79 8.09 Molyhil Mining Pty Ltd 100%
Molyhil * MLS80 16.18 Molyhil Mining Pty Ltd 100%
Molyhil * MLS81 16.18 Molyhil Mining Pty Ltd 100%
Molyhil * MLS82 8.09 Molyhil Mining Pty Ltd 100%
Molyhil * MLS83 16.18 Molyhil Mining Pty Ltd 100%
Molyhil * MLS84 16.18 Molyhil Mining Pty Ltd 100%
Molyhil * MLS85 16.18 Molyhil Mining Pty Ltd 100%
Molyhil * MLS86 8.05 Molyhil Mining Pty Ltd 100%
Bonya * EL29701 204.5 Molyhil Mining Pty Ltd 40%
Bonya EL32167 74.54 Molyhil Mining Pty Ltd 40%
Panorama E46/1190 35.03 Pilbara Goldfields Pty Ltd 100%
Ragged Range E46/1262 57.3 Pilbara Goldfields Pty Ltd 100%
Corunna Downs E46/1340 48 Pilbara Goldfields Pty Ltd 100%
Bonney Downs E46/1355 38 Pilbara Goldfields Pty Ltd 100%
Hamersley Range E46/1393 11 Pilbara Goldfields Pty Ltd 100%
Alford East EL6529 315.1 Hale Energy Pty Ltd 80%
oxide interest
As of 14 August 2024, following formalisation of a Joint Venture Agreement
("JV"), the Company has transferred 25% of its 100% interest in the above
Molyhil tenements holds and has transferred all of its 40% interest in one of
the Bonya tenements (EL29701).
On 30 June 2024, the consolidated entity holds 100% interest in the uranium
and vanadium projects in USA States of Colorado and Utah as follows:
Claim Group Serial Number Claim Name Area Holders Company Interest
Vanadium King (Utah) UMC445103 to UMC445202 VK-001 to VK-100 100 blocks (2,066 acres) Cisco Minerals Inc 100%
Radium Mountain (Colorado) CMC292259 to CMC292357 Radium-001 to Radium-099 99 blocks (2,045 acres) Standard Minerals Inc 100%
Groundhog (Colorado) CMC292159 to CMC292258 Groundhog-001 to Groundhog-100 100 blocks (2,066 acres) Standard Minerals Inc 100%
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