REG - Thor Mining PLC - Annual Results <Origin Href="QuoteRef">THRL.L</Origin> - Part 3
29/10/2014 09:17
- Part 3: For the preceding part double click ID:nRSE9108Qb
1,119,403 - - - 3,119,403 3,119,403
David Thomas - 1,164,180 1,164,180 1,164,180
Other Personnel
Richard Bradey 500,000 - 500,000 - - 1,000,000 1,000,000
Allan Burchard 500,000 189,030 - - - 689,030 689,030
No options held by Directors or specified executives are vested but not exercisable, except as set out above.
Notes to the Accounts
(f) Other transactions and balances with related parties
Specified Directors Transaction Note 2014 2013
£'000 £'000
Michael Billing Consulting Fees (i) 98 102
Trevor Ireland Consulting Fees (ii) 17 13
David Thomas Consulting Fees (iii) 38 51
(i) The Company used the consulting services of MBB Trading Pty Ltd a company of which Mr. Michael Billing is a
Director.
(ii) The Company used the services of Ireland Resource Management Pty Ltd, a company of which Mr. Trevor Ireland is a
Director and employee.
(iii) The Company used the services of Thomas Family Trust with whom Mr David Thomas has a contractual relationship.
Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms.
These amounts paid to related parties of Directors are included as Salary & Fees in Note 4(b).
5. Taxation - Group
2014 2013
£'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:
2014 2013
£'000 £'000
Loss on ordinary activities before tax (780) (1,124)
Effective rate of corporation tax in the UK 22.5% 23.75%
Loss on ordinary activities multiplied by the standard rate of corporation tax (176) (267)
Effects of:
Share based payments not allowable - 11
Future tax benefit not brought to account 176 256
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.
Notes to the Accounts
6. Loss per share
£'000 £'000
2014 2013
Loss for the year (780) (1,124)
Weighted average number of Ordinary shares in issue 1,361,701,716 886,267,738
Loss per share - basic (0.06)p (0.13)p
The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the
weighted average number of shares in issue.
As the inclusions of the potential Ordinary Shares would result in a decrease in the loss per share they are considered to
be anti-dilutive and as such not included.
7. Intangible fixed assets - Group
Deferred exploration costs
£'000 £'000
2014 2013
Cost
At 1 July 10,557 11,925
Write off exploration tenements previously impaired - (1,890)
Balance 10,557 10,035
Additions 669 1,488
Disposals (39) -
Exchange loss (941) (688)
Write off exploration tenements for year - (278)
At 30 June 10,246 10,557
Amortisation
At 1 July and 30 June - 1,890
Write off exploration tenements previously impaired - (1,890)
Balance - -
Impairment for period - -
Exchange gain - -
At 30 June - -
Net book value at 30 June 10,246 10,557
As at 30 June 2014 the Directors undertook an impairment review of the deferred exploration costs, as a result of which, no
provision for impairment was required (2013: £278,000 provision required).
Notes to the Accounts
8. Investments - Company
The Company holds 20% or more of the share capital of the following companies:
Company Country of registrationor incorporation Shares held Class %
Molyhil Mining Pty Ltd 1 Australia Ordinary 100
TM Gold Pty Ltd 2 Australia Ordinary 100
Hale Energy Limited 3 Australia Ordinary 100
1 Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at the Molyhil project in the Northern
Territory of Australia.2 TM Gold Pty Ltd is engaged in exploration activities in the state of Western Australia and the Northern
Territory of Australia.3Hale Energy Limited ceased exploration activities and is now dormant4Hatches Creek Pty Ltd was
deregistered during the yearDirectors of Thor Mining PLC., M R Billing, M K Ashton, G Durack and T J Ireland are Directors of
the above subsidiaries.
(a) Investment in Subsidiary companies:
2014 2013
£'000 £'000
Molyhil Mining Pty Ltd 700 700
Less: Impairment provision against investment (700) (140)
Hatches Creek Pty Ltd - -
Hale Energy Limited 1,277 1,277
Less: Investment written off (1,277) (1,277)
TM Gold Pty Ltd - -
- 560
The investments in subsidiaries are carried in the Company's balance sheet at the lower of cost and net realisable value.
(b) Loans to subsidiaries
2014 2013
£'000 £'000
Molyhil Mining Pty Ltd 7,006 6,933
Less: Impairment provision against loan (260) -
TM Gold Pty Ltd 4,541 3,979
Less: Impairment provision against loan (1,222) (775)
Hatches Creek Pty Ltd - 257
Less: Loan written off - (257)
Hale Energy Limited 358 358
Less: Impairment provision against loan (358) (358)
10,065 10,137
Notes to the Accounts
8. Investments - Company (cont)
(b) Loans to subsidiaries (cont)
The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable notice having regard to the
financial stability of the company. The Company has issued letters of financial support for a term of 12 months to each of
the Australian based subsidiary entities.
9. Deposits supporting performance bonds
Consolidated Company
£'000 £'000 £'000 £'000
2014 2013 2014 2013
Deposits with banks and Governments 50 55 - -
50 55 - -
10. Property, plant and equipment
Plant and Equipment:
At cost 108 146 - -
Accumulated depreciation (73) (80) - -
Total Property, Plant and Equipment 35 66 - -
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.
The carrying value of the plant and equipment includes finance leased assets of £Nil (2013: £Nil)
At 1 July 66 55 - -
Additions - 40 - -
FX decrease (6) (2) - -
Disposals (2) - - -
Depreciation expense (23) (27) - -
At 30 June 35 66 - -
Notes to the Accounts
11. Trade receivables and other assets
Consolidated Company
£'000 £'000 £'000 £'000
2014 2013 2014 2013
Current
Trade and other receivables 39 - - -
Lanstead LLC (see note 18) 28 - 28 -
Prepayments 17 17 10 13
84 17 38 13
Non current
Lanstead LLC (see note 18) 206 - 206 -
Prepayments 19 - 19 -
225 - 225 -
Non current prepayments are the costs of due diligence associated with the acquisition of Pilot Mountain. Refer to Note 20
for further information.
12. Current trade and other payables
Trade payables (311) (145) (42) (20)
Other payables (40) (38) (3) (7)
(351) (183) (45) (27)
13. Interest bearing liabilities
Consolidated Company
2014 2013 2014 2013
£'000 £'000 £'000 £'000
Loan
Current - - - -
Non-current 553 607 553 607
553 607 553 607
The subsidiary companies, Molyhil Mining Pty Ltd and T M Gold Pty Ltd have each granted a mortgage over certain tenements,
generally comprising that company's project at Molyhil and Spring Hill respectively on which it holds mineral licences or
exploration licenses.
Notes to the Accounts
14. Issued share capital
£'000 £'000
2014 2013
Issued up and fully paid:
982,870,766 deferred shares of £0.0029 each 2,850 -
1,703,669,855 ordinary shares of £0.0001 each (2013:982,814,766 ordinary shares of £0.003 each) 170 2,948
3,020 2,948
Movement in share capital
2014 2013
Ordinary shares of £0.0001 Number £'000 Number £'000
At 1 July 982,814,766 2,948 761,483,067 2,284
Share issue in lieu of expenses 25,000,000 3 21,666,667 65
Share issued for cash 695,687,283 67 199,665,032 599
Exercise of warrants 167,806 2 - -
At 30 June 1,703,669,855 3,020 982,814,766 2,948
Change in Nominal Value
Prior to a Shareholders Meeting on 3 September 2013, the nominal value of shares in the company was 0.3 pence. At that
meeting the Company's shareholders approved a re-organisation of the company's shares which resulted in the creation of two
classes of shares, being:
· Ordinary shares with a nominal value of .01 pence, which will continue as the company's listed securities.
· Deferred shares with a value of 0.29 pence which, subject to the provisions of the Companies Act 2006, may be
cancelled by the company, or bought back for £1 and then cancelled. These deferred shares are not quoted andcarry no
rights whatsoever.
Notes to the Accounts
14. Issued share capital (cont)
Warrants and Options on issue
The following warrants (in UK) and options (in Australia) have been issued by the Company and have not been exercised as at
30 June 2014:
Number Grant Date Expiry Date Exercise Price
4,000,0001 10 Aug 2012 21 Jan 2015 GBP£0.02
600,0002 25 Sep 2012 27 Sep 2015 AUS$0.02
58,000,0003 19 Mar 2013 19 Mar 2016 AUS$0.007428
26,141,0883 18 Apr 2013 19 Mar 2016 AUS$0.007428
20,067,4314 29 Apr 2013 30 Sep 2014 AUS$0.0105
8,289,0275 29 Apr 2013 30 Sep 2014 GBP£0.007
62,887,8086 03 Jun 2013 03 Jan 2016 AUS$0.005963
Share options carry no rights to dividends and no voting rights.
1 4,000,000 warrants were issued to a UK associate, Simple CFD's Ltd. on 10 August 2012.
2 600,000 share options were issued to employees on 25 September 2012.
3 84,141,088 share options were issued to the Lindsay Carthew Family Trust relating to the issue of the debt facility and
the first draw down under that facility.
4 20,067,431 share options were issued as part of the open offer to CDI holders on the Australian register.
5 8,289,027 warrants were issued as part of the open offer to shareholders on the UK register.
6 62,887,808 share options were issued to The Lindsay Carthew Family Trust relating to the drawdown of funds under the debt
facility.
15. Share option revaluation reserve
2014 2013
£'000 £'000
At 1 July 180 132
Lapse of 1,000,000 Employees options @ £0.0219 (22) -
Lapse of 8,000,000 Directors options @ £0.0117 (94) -
Lapse of 500,000 Employees options @ £0.008 (4) -
Lapse of 1,000,000 Employees options @ £0.0158 (16) -
Carthew loan options "fair value" - 16
Valuation of 1,100,000 options @ £0.008030 - 9
Valuation of 4,000,000 options @ £0.005771 - 23
At 30 June 44 180
Options are valued at an estimate of the cost of the services provided. Where the fair value of the services provided
cannot be estimated, the value of the options granted is calculated using the Black-Scholes model taking into account the
terms and conditions upon which the options are granted. The following table lists the inputs to the model used for the
year ended 30 June 2013.
Notes to the Accounts
15. Share option revaluation reserve (cont)
September 2012 August2012
Dividend yield 0.00% 0.00%
Underlying Security spot price A$0.016 A$0.013
Exercise price A$0.02 £0.02
Standard deviation of returns 146% 137%
Risk free rate 2.685% 2.870%
Expiration period 3yrs 2.87yrs
Black Scholes valuation per option A$0.0125 A$0.0085
Black Scholes valuation per option £0.00803 £0.005771
16. Analysis of changes in net cash and cash equivalents
At 1 July 2013 Cash flows Non-cash changes 30 June 2014
£'000 £'000 £'000 £'000
Cash at bank and in hand 188 (113) (65) 10
17. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to the Group mineral exploration permits. No provision has
been made in the financial statements for these amounts as the expenditure is expected to be fulfilled in the normal course
of the operations of the Group.
b) Claims of native title
The Directors are aware of native title claims which cover certain tenements in the Northern Territory. The Group's policy
is to operate in a mode that takes into account the interests of all stakeholders including traditional owners'
requirements and environmental requirements. At the present date no claims for native title have seriously affected
exploration by the Company.
c) Contingent Liability
Under the terms of a debt facility agreement entered into, the company has jointly guaranteed the performance of its
subsidiary companies, Molyhil Mining Pty Ltd, and T M Gold Pty Ltd in terms of those companies' obligations to the lender.
Notes to the Accounts
18. Financial instruments
The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that arise from its
operations.
The Group's exposure to currency and liquidity risk is not considered significant. The Group's cash balances are held in
Pounds Sterling and in Australian Dollars, the latter being the currency in which the significant operating expenses are
incurred.
To date the Group has relied upon equity funding to finance operations. The Directors are confident that adequate cash
resources exist to finance operations to commercial exploitation but controls over expenditure are carefully managed.
The net fair value of financial assets and liabilities approximates the carrying values disclosed in the financial
statements. The currency and interest rate profile of the financial assets is as follows:
2014 2013
£'000 £'000
Sterling 4 1
Australian Dollars 6 187
10 188
The financial assets comprise interest earning bank deposits and a bank operating account.
Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments
recognised in the financial statements, including those classified under discontinued operations. The fair value of cash
and cash equivalents, trade receivables and payables approximate to book value due to their short-term maturity.
The fair values of derivatives and borrowings have been calculated by discounting the expected future cash flows at
prevailing interest rates. The fair values of loan notes and other financial assets have been calculated using market
interest rates.
2014 2013
Carrying Amount £'000 Fair Value £'000 Carrying Amount £'000 Fair Value £'000
Financial assets:
Cash and cash equivalents 10 10 188 188
Trade receivables & other current assets 84 84 17 17
Deposits supporting performance guarantees 50 50 55 55
Non current receivable 225 225 - -
Financial liabilities:
Trade and other payables 351 351 183 183
Long Term Finance 553 553 607 607
Notes to the Accounts
18. Financial instruments (continued)
In February 2014, the Company entered into two separate agreements with Lanstead Capital LP ("Lanstead"), a share
subscription agreement and an equity swap agreement. Under the share subscription agreement 320,885,615 ordinary shares
were issued to Lanstead for a cash consideration of £750,000. £750,000 was received upon subscription, with £637,500
invested by the company in credit support for the equity swap and will be returned in instalments over 18 months. Under
the Equity Swap agreement, monthly settlements are made based on the prevailing market price of the Company's shares
relative to a benchmark price of £0.0031167. If the market price of the Company's shares exceeds the benchmark price, then
a payment is made by Lanstead to the Company, with the amount of the payment depending on the amount by which the market
price exceeds the benchmark price. If the market price of the Company's shares is less than the benchmark price, then a
payment is made by the Company to Lanstead, with the amount of the payment depending on the amount by which the market
price is less than the benchmark price. Downward exposure is limited to the amount of the credit support being returned.
The net amount due from Lanstead at 30 June 2014 is £234,000 (Trade receivables & other assets - current £206,000 and Non
current £28,000). This net amount is comprised as follows:
Gross value of credit support to be returned £582,000
Less the market value of the equity swap (£348,000)
Net value £234,000
The market value of the equity swap has been valued at the Company's share price of £0.00155 as at 30 June 2014.
The Company has agreed with Lanstead to suspend the credit support releases and the equity swap settlements until May
2015. The remaining sixteen monthly instalments and equity swap settlements will recommence at that date.
The value of the future equity swap settlements will vary with the Company's share price as follows:
Increase in the Company's share price by 10% 134,000
Decrease in the Company's share price by 10% (134,000)
Notes to the Accounts
18 Financial instruments (cont.)
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 2014 < 1 year >1 to <2 Years >2 to <5 Years
Group £'000 £'000 £'000 £'000
Financial Assets
Fixed rate
At call Account - AUD 2.0% 6 - - 6
At call Account - STG 2.0% 4 - - 4
10 - - 10
Financial Liabilities
Fixed Rate
Interest bearing liabilities 7.0% 0 553 - 553
30-June 2013
Group
Financial Assets
Fixed rate
At call Account - AUD 2.00% 128 - - 128
Term Deposit - AUD 5.72% 60 - - 60
188 - - 188
Financial Liabilities
Fixed Rate
Interest bearing liabilities 7.00% - - 607 607
Notes to the Accounts
19. Related parties
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries, Molyhil Mining Pty Ltd., Hale Energy Ltd., and TM Gold Pty Ltd to
enable those companies to carry out its operations in Australia. At 30 June 2014 the estimated recoupable amount converted
to £10,065,000.
Thor Mining PLC engages the services of Ronaldsons LLP Solicitors, a company in which Mr Stephen Ronaldson is a Partner. Mr
Ronaldson is the UK based Company Secretary. During the year £35,000 (2013 £66,000) was paid to Ronaldsons LLP Solicitors
on normal commercial terms.
Notes to the Accounts
20. Post balance sheet events
Acquisition of Pilot Mountain
On the 10th June 2014 , the Company announced the execution of a Term Sheet for the acquisition of the Pilot Mountain
tungsten project in the US state of Nevada, from Black Fire Minerals Limited (ASX: "BFE"). The Term Sheet was subject to
normal due diligence and necessary shareholder and regulatory approvals. Consideration for the acquisition has been agreed
between the parties at 418,750,000 shares in Thor at an issue price of A$0.004 (or approximately £0.0023) per share.
Subsequent to 30 June 2014, the due diligence process on the Pilot Mountain project is proceeding and Thor Mining
shareholders approved the issue of the consideration securities (418,750,000 ordinary shares) to Black Fire Minerals
Limited at a General Meeting of shareholders on 31st July 2014. The acquisition is also subject to various Black Fire
Minerals Limited shareholder approval processes including an independent experts report on the project, which has been
commissioned by Black Fire.
Share Placements
Subsequent to 30 June 2014 the Company has raised a total of £646,388 through the placement of a total of 646,388,888
Ordinary Shares to sophisticated investors at a price of £0.001 per share. The placements occurred on the following
dates:
· 8th July 2014: 245,800,472 shares
· 31st July 2014: 354,199,528 shares (approved at a shareholder general meeting).
· 19th August 2014: 46,388,888 shares
Sale of Shares in Ram Resources
Prior to 30 June 2014, the Company sold its 60% interest in the base metal rights at the Dundas project in Western
Australia (with the Company retaining its 60% interest in gold and associated metals). Consideration for the disposal
included A$70,000 (approximately £39,000) payable to Thor in ordinary fully paid shares in Ram Resources Limited (ASX:
RMR). The amount of £39,000 is included in Current Trade & Other Receivables at 30 June 2014 (Note 11).
Subsequent to 30 June 2014, the Company received 6,363,636 ordinary fully paid shares in Ram Resources Limited, issued at a
value of A$0.011 per share. The Company subsequently sold these shares for A$102,107 (or approximately £56,000).
Subject to the above matters, there were no material events arising subsequent to 30 June 2014 to the date of this report
which may significantly affect the operations of the Company, the results of those operations and the state of affairs of
the Company in the future.
ASX Additional Information
Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this
report is set out below.
Date and Place of Incorporation, and Application of Takeover Provisions
a) The company was incorporated in England on 3 November 2004 as Thor Mining Ltd and was re-registered as a public
company, with the name Thor Mining plc, on 6 June 2005.
b) The company is not subject to Chapters 6, 6A, 6B and 6C of the Australian CorporationsAct dealing with
the acquisition of shares (including substantial shareholdings and takeovers).
c) As a public company incorporated in England and Wales, Thor Mining Plc is subject to the City Code on Takeovers and
Mergers (the Code). Subject to certain exceptionsand 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 notless 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 theannouncement of the
offer.
In addition, save in certain specified circumstances, rule 5 of the code imposes restrictions on acquisitions which
increase a person's total number of voting rights in Thor Mining Plc(when aggregated with those of his concert parties) to
30% or more of the total voting rights of the company or if he, together with his concert parties, having an interest in
30% or more ofsuch 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 8th August2014)
Class of shares and voting rights
(a) at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or
attorney; and
(b) on a show of hands every person present who is a member has one vote, and on a poll every person present in person
or by proxy or attorney has one vote for each ordinary share held.
On-market buy-back
There is no current on-market buy-back.
Distribution of listed equity securities
Category (number of shares/warrants) Number of Shareholders
1 - 1,000 727
1,001 - 5,000 426
5,001 - 10,000 309
10,001 - 100,000 1158
100,001 and over 788
3,408
The number of Australian shareholders holding less than a marketable parcel is 2,366.
The minimum parcel size is 166,667 shares.
Twenty largest shareholders as at 8 August 2014
Name Number of shares held Percentage of shares held
Lanstead Capital LP 480,499,121 20.86%
Barclayshare Nominees Limited 168,981,807 7.34%
HSDL Nominees Limited 117,070,487 5.08%
TD Direct Investing Nominees (Europe) Limited 114,063,341 4.95%
Peel Hunt Holdings Limited 76,997,430 3.34%
Western Desert Resources Limited 68,886,963 2.99%
HSBC Client Holdings Nominee (UK) Limited 59,318,226 2.57%
Jim Nominees Limited 57,315,056 2.49%
XCAP Nominees Limited 49,192,840 2.14%
Condamine Pastoral Company Pty Ltd 40,000,000 1.74%
Hargreaves Lansdown (Nominees) Limited (VRA) 36,853,415 1.60%
Investor Nominees Limited 34,878,189 1.51%
Hush Hush Pty Ltd 34,500,000 1.50%
Hargreaves Lansdown (Nominees) Limited (HLNom) 33,223,567 1.44%
Dunham Investments Pty Ltd 29,810,001 1.29%
L R Nominees Limited 27,491,470 1.19%
Perishing Nominees Limited 25,345,000 1.10%
Winterflood Securities Limited 24,407,314 1.06%
Mr Trevor Lloyd Saward & Mrs Helen Michelle Saward 19,163,326 0.83%
Hargreaves Lansdown (Nominees) Limited (15942) 18,317,267 0.80%
TOTAL 1,516,314,820 65.82%
Unlisted Option and Warrant holders as at 8 August 2014
Name Expiry Date Number of Warrants held Percentage of warrants held
Simple CFDS Limited (issued 10/08/2012) 21/06/2015 4,000,000 2.22%
Associates (2) 27/09/2015 600,000 0.33%
Lindsay Carthew Family Trust 19/03/2016 84,141,088 46.75%
Lindsay Carthew Family Trust 03/06/2016 62,887,808 34.94%
United Kingdom Based Shareholder Group (19) 30/09/2014 8,289,027 4.61%
Australian Based Shareholder Group (59) 30/09/2014 20,067,431 11.15%
Total unlisted options/warrants 179,985,354 100.00%
Stock Exchanges
Thor Mining PLC shares are dual listed on the AIM market and the Australian Stock Exchange. On the ASX they are traded as
CDI's.
ASX CORPORATE GOVERNANCE DISCLOSURE
The ASX Code on Corporate Governance requires that every public company disclose its compliance with each principle of the
Code. During the financial year 2013/14 ("Reporting Period") the Company has complied with each of the Ten Essential
Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council,
other than in relation to the matters specified below.
Recommendation 2.1, 2.2, and 2.3
2.1 Majority of the Board should be Independent Directors.
The Board considers that Mr M K Ashton, Mr G Durack, and Mr T J Ireland are independent directors in accordance with
Recommendation 2.1. Whilst the remaining directors, Mr M R Billing (Chairman) and Mr D E Thomas are not independent, the
Board believes that all the individuals on the Board can make, and do make, quality and independent judgements in the best
interests of the Company on all relevant issues. Any director having a conflict of interest in relation to a particular
item of business must absent himself from the Board meeting before commencement of discussion on the topic.
The Board considers that its structure has been, and continues to be, appropriate in the context of the Company's history
and the size and scale of operations. The Company considers that the Board of Directors possesses the skills and
experience suitable for building the Company. The Board intends to reconsider its composition as the Company's operations
evolve, and appoint further directors as appropriate.
2.2 The Chairman should be an independent Director.
Mr Michael Billing is the Executive Chairman and is not considered to be independent in respect of the ASX Corporate
governance Council's definition of independence. Mr Billing is a former Director and Chairman of Western Desert Resources
Limited, a continuing shareholder of Thor Mining PLC, albeit no longer deemed to be a related party. The board considers
that the expertise and dedication of Mr Michael Billing gives cohesiveness and organisation to the board and its
functions.
2.3 The roles of chairperson and chief executive officer should not be exercised by the same individual.
Mr Michael Billing as the Executive Chairman has also fulfilled the role of Chief Executive Officer of the Company
following the departure of the former Chief Executive in June 2009. It is planned that Mr Billing continues in this role
until progress with Company projects requires the appointment of a full time CEO.
Recommendation 2.4
A separate Nomination Committee has not been formed.
The Board considers that the Company is not currently of a size to justify the formation of a nomination committee. The
Board as a whole undertakes the process of reviewing the skill base and experience of existing Directors to enable
identification or attributes required in new Directors. Where appropriate, independent advisers are engaged to identify
possible new candidates for the Board.
Recommendation 3
Gender Diversity.
Recommendation 3.2
The Board acknowledges the desirability of achieving gender diversity across the company, including within its permanent
employees and also those individuals contracted to the company on long term, part time bases.
The Board's policy is to give women equal opportunity whenever a position is created.
In view of the limited size of the company's workforce, the company has not, at this time, developed a more formal policy
on diversity.
Recommendation 3.3
In view of the limited size of the Company's workforce, the company is yet to develop measurable objectives for achieving
gender diversity. The company recognises the importance of these objectives, and will revisit this matter as we expand our
workforce.
Recommendation 3.4
The following table discloses the proportion of women employees and contractors:
Number of Women Employees TotalEmployees Proportion of Women Employees
Directors 0 5 0%
Other Senior Executives 0 1 0%
Other Permanent Employees 1 1 100%
Contractors 0 1 0%
Total 1 8 12.5%
Recommendation 4.2
A separate Audit Committee has not been formed.
Number of audit committee meetings and names of attendees
During the Reporting Period representatives of the audit committee met with the external auditors in respect of the half
year and full year financial.
Recommendation 4.3
The role of the Audit Committee is carried out by the full Board with specific assistance from the Executive Chairman and
the Company Secretary. The Board considers this appropriate given its size and stage of development. As the Company grows,
the Board intends to move towards an Audit Committee comprising primarily independent Directors.
Recommendation 8.1
Non-disclosure of the process of evaluating the Board.
The process for evaluation of the Board, individual Directors and key executives has not been disclosed. However, an
evaluation of the Board, Directors and key executives does occur on an informal basis at least annually by the Chairman in
conjunction with key Directors. The Company is currently implementing a formalised annual evaluation process.
Recommendation 9.2
The full Board carried out the functions of the Remuneration Committee. All matters of remuneration were determined by the
Board in accordance with Corporations Act requirements, especially in respect of related party transactions. That is, no
Directors participated in any deliberation regarding their own remuneration or related issues.
Skills, experience, expertise and term of office of each Director
A profile of each Director containing the applicable information is set out on the Company's website and elsewhere within
this document.
Identification of Independent Directors
Mr M K Ashton, Mr G Durack, and Mr T J Ireland are independent in accordance with the criteria set out in Box 2.1 of the
ASX Principles and Recommendations.
Statement concerning availability of independent professional advice
Subject to the approval of the chairman, an individual Director may engage an outside adviser at the expense of Thor Mining
PLC for the purposes of seeking independent advice in appropriate circumstances.
Names of nomination committee members and their attendance at committee meetings
The full Board carries out the functions of the Nomination Committee. The Board did not convene formally as the Nomination
Committee during the Reporting Period, but rather, discussed relevant issues on an as-required basis at scheduled Board
meetings.
Names and qualifications of audit committee members
The full Board performs the functions of the Audit Committee. Mr Michael Billing is financially literate.
During the Reporting Period, an evaluation of the Board was conducted as an informal review during regular meetings of the
Board.
TENEMENT SCHEDULE
At 30 June 2014, the consolidated entity holds an interest in the following tenements:
Project Tenement Area kms2 Area ha. Holders Company Interest
Molyhil EL22349 228.00 Molyhil Mining Pty Ltd 100%
Molyhil EL28948 46.40 Molyhil Mining Pty Ltd 100%
Molyhil EL28949 63.40 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 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%
Spring Hill * ML23812 10.35 TM Gold Pty Ltd 51%
Spring Hill * EL22957 16.68 TM Gold Pty Ltd 51%
Spring Hill EL28855 19.89 TM Gold Pty Ltd 100%
Spring Hill EL28981 13.36 TM Gold Pty Ltd 100%
Spring Hill EL29465 10.10 TM Gold Pty Ltd 100%
Dundas EL63/872 62.40 TM Gold Pty Ltd 60%
Dundas EL63/1102 164.22 TM Gold Pty Ltd 60%
* TM Gold Pty Ltd has an unconditional option to increase its interest in these two tenements from 51% to 80%, subject
to Northern Territory Government consent. Consideration payable for the additional 29% consists of 5m Thor Mining PLC
shares and further Thor Mining PLC shares to the value of A$500,000 at a 30 day VWAP at the time of exercising the option.
This information is provided by RNS
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