REG - Thor Mining PLC - Annual Results <Origin Href="QuoteRef">THRL.L</Origin> - Part 3
28/09/2015 07:02
- Part 3: For the preceding part double click ID:nRSb3174Ab
-
At 30 June - -
Net book value at 30 June 10,401 10,246
As at 30 June 2015 the Directors undertook an impairment review of the deferred exploration costs, as a result of which, no
provision for impairment was required (2014: £Nil).
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
Black Fire Industrial Minerals Pty Ltd4 Australia Ordinary 100
Industrial Minerals (USA) Pty Ltd5 Australia Ordinary 100
Pilot Metals Inc6 USA Ordinary 100
BFM Resources Inc7 USA 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 dormant.4 Black Fire Industrial Minerals
Pty Ltd is a holding company only. It owns 100% of the shares in Industrial Minerals (USA) Pty Ltd.5 Industrial Minerals (USA)
Pty Ltd is a holding company only. It owns 100% of the shares in Pilot Metals Inc and BFM Resources Inc.6 Pilot Metals Inc is
engaged in exploration and evaluation activities focused at the Pilot Mountain project in the US state of Nevada.7 BFM Resources
Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project in the US state of
Nevada.Directors of Thor Mining PLC., M R Billing, M K Ashton, G Durack and T J Ireland are all Directors of the above
subsidiaries.
(a) Investment in Subsidiary companies:
2015 2014
£'000 £'000
Molyhil Mining Pty Ltd 700 700
Less: Impairment provision against investment (700) (700)
Hale Energy Limited 1,277 1,277
Less: Investment written off (1,277) (1,277)
TM Gold Pty Ltd - -
Black Fire Industrial Minerals Pty Ltd 688 -
688 -
The investments in subsidiaries are carried in the Company's balance sheet at the lower of cost and net realisable value.
Notes to the Accounts
8. Investments - Company (cont)
(b) Loans to subsidiaries
2015 2014
£'000 £'000
Molyhil Mining Pty Ltd 7,370 7,006
Less: Impairment provision against loan (1,656) (260)
TM Gold Pty Ltd 4,583 4,541
Less: Impairment provision against loan (1,675) (1,222)
Hale Energy Limited 358 358
Less: Impairment provision against loan (358) (358)
Black Fire Industrial Minerals Pty Ltd 216 -
Less: Impairment provision against loan - -
8,838 10,065
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
2015 2014 2015 2014
Deposits with banks and Governments 13 50 - -
13 50 - -
10. Property, plant and equipment
Plant and Equipment:
At cost 98 108 - -
Accumulated depreciation (83) (73) - -
Total Property, Plant and Equipment 15 35 - -
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 (2014: £Nil)
At 1 July 35 66 - -
Additions 2 - - -
Foreign exchange impact, net (2) (6) - -
Disposals - (2) - -
Depreciation expense (20) (23) - -
At 30 June 15 35 - -
Notes to the Accounts
11. Trade receivables and other assets
Consolidated Company
£'000 £'000 £'000 £'000
2015 2014 2015 2014
Current
Trade and other receivables 5 39 - -
Lanstead LLC (see note 19) 2 28 2 28
Prepayments 37 17 11 10
44 84 13 38
Non current
Lanstead LLC (see note 19) - 206 - 206
Prepayments - 19 - 19
- 225 - 225
12. Current trade and other payables
Trade payables (342) (311) (79) (42)
Other payables (116) (40) (9) (3)
(458) (351) (88) (45)
13. Interest bearing liabilities
Consolidated Company
2015 2014 2015 2014
£'000 £'000 £'000 £'000
Loan
Current (489) - (489) -
Non-current - (553) - (553)
(489) 553 (489) 553
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. Non interest bearing liabilities
Consolidated Company
2015 2014 2015 2014
£'000 £'000 £'000 £'000
Current
Director advances1 (74) - - -
Novated loan2 (159) - - -
(233) - - -
1 The Directors advanced funds on a no security, no interest basis on a short term basis. These loans have been repaid
subsequent to 30 June 2015.
2 As part of the acquisition of the Pilot Mountain Tungsten Project, borrowings of A$625,000 were novated to the acquired
company, Black Fire Industrial Minerals Pty Ltd, prior to the acquisition by Thor. The borrowings included A$175,000
provided by Thor Directors (Messrs Billing, Ashton, Ireland and Thomas). The Directors agreed to convert their unsecured
loans to Thor Shares, immediately upon completion of the acquisition by Thor. Post acquisition, a further A$125,000 of the
borrowings were settled through the issue of Shares in Thor. At 30 June 2015, the remaining borrowings of A$325,000
(£159,000) are secured over the assets of Black Fire Industrial Minerals Pty Ltd and are repayable by 27 September 2015.
15. Issued share capital
2015 2014
£'000 £'000
Issued up and fully paid:
982,870,766 deferred shares of £0.0029 each 2,850 2,850
3,228,091,211 ordinary shares of £0.0001 each 322 170
(2014: 982,870,766 ordinary shares of £0.0029 each1,703,669,855 deferred shares of £0.0001 each)
3,172 3,020
Movement in share capital
2015 2014
Ordinary shares of £0.0001 Number £'000 Number £'000
At 1 July 1,703,669,855 3,020 982,814,766 2,948
Share issue in lieu of expenses 94,641,608 9 25,000,000 3
Share issued for cash 844,444,444 84 695,687,283 67
Shares issued for acquisition (refer Note 21) 418,750,000 42 - -
Shares issued to extinguish debt (refer Note 21) 166,129,526 17 - -
Exercise of warrants 455,778 - 167,806 2
At 30 June 3,228,091,211 3,172 1,703,669,855 3,020
Notes to the Accounts
15. Issued share capital (cont)
Change in Nominal Value
The nominal value of shares in the company was originally 0.3 pence. At a shareholders meeting in September 2013, the
Company's shareholders approved a re-organisation of the company's shares which resulted in the creation of two classes of
shares, being:
· Ordinary shares with a nominal value of 0.01 pence, which 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 and carry no
rights whatsoever.
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 2015:
Number Grant Date Expiry Date Exercise Price
600,0001 25 Sep 2012 27 Sep 2015 AUS$0.02
58,000,0002 19 Mar 2013 19 Mar 2016 AUS$0.007428
26,141,0882 18 Apr 2013 19 Mar 2016 AUS$0.007428
62,887,8083 03 Jun 2013 03 Jan 2016 AUS$0.005963
87,500,0004 19 Jun 2015 28 Jun 2106 GBP£0.00075
26,763,9875 22 Sep 2014 22 Sep 2016 GBP£0.001
261,892,883 total outstanding
Share options carry no rights to dividends and no voting rights.
1 600,000 share options were issued to employees on 25 September 2012.
2 84,141,088 share options were originally issued to the Lindsay Carthew Family Trust relating to the issue of the debt
facility and the first draw down under that facility.
3 62,887,808 share options were issued to The Lindsay Carthew Family Trust relating to the drawdown of funds under the debt
facility.
4 87,500,000 share options were issued to sophisticated investors as part of a capital raising in June 2015.
5 26,763,987 warrants were issued to sophisticated investors as part of a capital raising in September 2014.
16. Share option revaluation reserve
2015 2014
£'000 £'000
At 1 July 44 180
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)
Lapse of 4,000,000 Employees options @ £0.02 (23) -
Valuation of 26,763,989 warrants 9 -
At 30 June 30 44
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 2015.
Notes to the Accounts
16. Share option revaluation reserve (cont)
September 2012 September2014 issue
Dividend yield 0.00% 0.00%
Underlying Security spot price A$0.016 £0.00115
Exercise price A$0.02 £0.001
Standard deviation of returns 146% 40%
Risk free rate 2.685% 3.05%
Expiration period 3yrs 2yrs
Black Scholes valuation per option A$0.0125 A$0.00065
Black Scholes valuation per option £0.00803 £0.00035
17. Analysis of changes in net cash and cash equivalents
At 1 July 2014 Cash flows Non-cash changes 30 June 2015
£'000 £'000 £'000 £'000
Cash at bank and in hand 10 34 (1) 43
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to the Group mineral exploration permits. No provision has
been made in the financial statements for these amounts as the expenditure is expected to be fulfilled in the normal course
of the operations of the Group.
b) Claims of native title
The Directors are aware of native title claims which cover certain tenements in the Northern Territory. The Group's policy
is to operate in a mode that takes into account the interests of all stakeholders including traditional owners'
requirements and environmental requirements. At the present date no claims for native title have seriously affected
exploration by the Company.
c) Contingent Liability
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.
TM Gold Pty Ltd has executed an agreement to acquire the remaining 49% of Springhill. Consideration is cash of $210,000
and Thor shares to the value of $100,000. An Australian investor has agreed to provide a loan to finance the cash
component. The acquisition remains subject to Ministerial assent. Refer ASX announcement dated 4 June 2015.
19. Financial instruments
The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that arise from its
operations.
The Group's exposure to currency and liquidity risk is not considered significant. The Group's cash balances are held in
Pounds Sterling and in Australian Dollars, the latter being the currency in which the significant operating expenses are
incurred.
To date the Group has relied upon equity funding to finance operations. The Directors are confident that they will be able
to raise additional equity capital to finance operations to commercial exploitation but controls over expenditure are
carefully managed.
Notes to the Accounts
19. Financial instruments (continued)
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:
2015 2014
£'000 £'000
Sterling 4 4
Australian Dollars 39 6
43 10
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.
2015 2014
Carrying Amount £'000 Fair Value £'000 Carrying Amount £'000 Fair Value £'000
Financial assets:
Cash and cash equivalents 43 43 10 10
Trade receivables & other current assets 44 44 84 84
Deposits supporting performance guarantees 13 13 50 50
Non current receivable - - 225 225
Financial liabilities:
Trade and other payables 458 458 351 351
Non interest bearing liabilities 233 233 - -
Interest bearing liabilities 489 489 553 553
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, to be returned in monthly instalments. 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.
During July 2014, the Company entered into an additional share subscription agreement and an additional equity swap
agreement, with Lanstead. The structure of the agreements is similar to above, with 157,500,000 ordinary shares issued to
Lanstead for a cash consideration of £150,000. £150,000 was received upon subscription, with £122,500 invested by the
company in credit support for the equity swap and will be returned in monthly instalments. 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 £0.00133333.
Notes to the Accounts
19. Financial instruments (continued)
Under the above agreements, if the market price of the Company's shares exceeds the benchmark prices, 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 prices, 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 prices. Downward exposure is limited to the amount of the credit support being returned.
The net amount due from Lanstead at 30 June 2015 is £2,000 (Trade receivables & other assets - current). The monthly
instalments conclude in January 2016. This net amount is comprised as follows:
Gross value of credit support to be returned 248,000
Less the market value of the equity swap (£246,000)
Net value £2,000
The market value of the equity swap has been valued at the Company's share price of £0.0005 as at 30 June 2015.
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% 5,000
Decrease in the Company's share price by 10% -
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 2015 < 1 year >1 to <2 Years >2 to <5 Years
Group £'000 £'000 £'000 £'000
Financial Assets
Fixed rate
At call Account - AUD 0% 39 - - 39
At call Account - STG 0.05% 4 - - 4
43 - - 43
Financial Liabilities
Fixed Rate
Interest bearing liabilities 7.0% 489 - - 489
30-June 2014
Group
Financial Assets
Fixed rate
At call Account - AUD 2.0% 6 - - 6
Term Deposit - AUD 2.0% 4 - - 4
10 - - 10
Financial Liabilities
Fixed Rate
Interest bearing liabilities 7.0% - 553 - 553
Notes to the Accounts
20. 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 2015 the estimated recoupable amount converted
to £8,838,000.
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 £32,000 (2014 £35,000) was paid to Ronaldsons LLP Solicitors
on normal commercial terms.
21. Business Combination
On 27 October 2014 Thor Mining PLC acquired 100% of the issued shares in Black Fire Industrial Minerals Pty Ltd, an
exploration company, for consideration of £687,797. The acquired company controls Mining Claims situated in south-western
Nevada, referred to as the Pilot Mountain project. Pilot Mountain contains Indicated and Inferred Resource of 6.8 million
tonnes @ 0.31% Tungsten, plus copper and silver credits, together with further potential exploration upside.
The acquisition continues Thor's strategy to increase its Tungsten resources, and together with the existing Molyhil
Project, has the potential to position Thor as a long term tungsten concentrate supplier.
Purchase consideration of £687,797 consisted of 418,750,000 Ordinary Shares in Thor. The Shares are listed on the ASX and
held in voluntary escrow until 27 October 2015. The fair value of the shares issued was determined by reference to the
closing price of Thor Shares on the ASX at the date of acquisition of A$0.003, and converted at the AUD/GBP exchange rate
on that date.
The assets and liabilities recognised as a result of the acquisition are as follows:
£'000
Intangible assets - Deferred Exploration Costs (1) 1,038
Prepayments 37
Trade & other Payables (45)
Non-interest bearing liabilities (2) (342)
Net identifiable assets acquired 688
(1) The book value of the Deferred Exploration costs in the acquired company, Black Fire Industrial Minerals Pty Ltd, was
£1,262,000. A conservative position was taken in the accounting for the acquisition, by writing down the deferred
exploration costs by £224,000 to reflect fair value at acquisition, rather than recognising a gain on bargain purchase.
(2) The acquired company's parent, had obtained borrowings of A$625,000 in March 2014, to enable the completion of it's
acquisition of the Pilot Mountain Tungsten Project, subsequently creating the opportunity for Thor to acquire the Pilot
Mountain Tungsten Project. The borrowings were novated to the acquired company, Black Fire Industrial Minerals Pty Ltd,
prior to the acquisition by Thor. The borrowings included A$175,000 provided by Thor Directors (Messrs Billing, Ashton,
Ireland and Thomas). The Directors agreed to convert their unsecured loans to Thor Shares, immediately upon completion of
the acquisition by Thor. Post acquisition, a further A$125,000 of the borrowings were settled through the issue of Shares
in Thor. At 30 June 2015, the remaining borrowings of A$325,000 (£159,000) are secured over the assets of Black Fire
Industrial Minerals Pty Ltd and are repayable by 27 September 2015.
Acquisition-related costs of £77,000 are included in Corporate expenses in the Consolidated Statement of Comprehensive
Income.
Notes to the Accounts
22. Post balance sheet events
On 16 June 2015 the Company announced a placement of a total of 1,050,000,000 Shares together with 525,000,000 free
attaching Warrants to placees, to raise a total of £525,000 (A$1,075,000) before expenses at 0.05p per share. On 19 June
2015, the Company issued and allotted the first tranche of those securities, comprising 175,000,000 Shares together with
87,500,000 free attaching Warrants (Tranche 1 Securities). The Tranche 1 Securities is included in the financial
statements for the year ended 30 June 2015. The issue and allotment of the remaining 875,000,000 Shares and 437,500,000
free attaching Warrants (Tranche 2 Securities) was approved at a meeting of Shareholders on 23 July 2015. The Tranche 2
Securities were issued on 24 July 2015, with proceeds of £437,500 (A$895,000).
Subject to the above matter, there were no material events arising subsequent to 30 June 2015 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 Corporations Act 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 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 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 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 15th September)
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 - 1,000 717
1,001 - 5,000 421
5,001 - 10,000 302
10,001 - 100,000 1,178
100,001 and over 952
3,570
The number of Australian shareholders holding less than a marketable parcel is 2,916.
The minimum parcel size is 500,000 shares.
Twenty largest shareholders as at 15 September2015
Name Number of shares held Percentage of shares held
Spreadex Limited 571,368,364 13.93%
Lanstead Capital LP 238,610,597 5.82%
Barclayshare Nominees Limited 220,613,833 5.38%
TD Direct Investing Nominees (Europe) Limited 149,649,427 3.65%
Dunham Investments Pty Ltd 128,555,000 3.13%
Mr Michael Robert Billing 112,658,951 2.75%
HDSL Nominees Limited 117,980,715 2.88%
Winterflood Securities Limited 110,089,150 2.68%
Peel Hunt Holdings Limited 98,813,253 2.41%
Hargreaves Lansdown (Nominees) Limited HLNOM 92,322,452 2.25%
HSBC Client Holdings Nominee (Uk) Limited 75,899,659 1.85%
Hargreaves Lansdown (Nominees) Limited VRA 72,728,338 1.77%
Jim Nominees Limited 69,541,677 1.69%
Roy Nominees Limited 68,886,963 1.68%
Mick Ashton Nominees Pty Ltd 66,471,752 1.62%
Mr Reginald Allan Buchanan 45,000,000 1.10%
Mr Trevor Lloyd Saward + Mrs Helen Michelle Saward 44,911,111 1.09%
Xcap Nominees Limited 44,716,429 1.09%
Investor Nominees Limited 39,205,333 0.96%
Securities Services Nominees Limited 38,826,612 0.95%
TOTAL 2,406,849,616 58.66%
Unlisted Option and Warrant holders as at 15 September2015
Name Expiry Date Number of Warrants held Percentage of warrants held
VSA Capital 22/06/2016 26,763,987 3.83%
Associates (2) 27/09/2015 600,000 0.09%
Lindsay Carthew Family Trust 19/03/2016 84,141,088 12.03%
Lindsay Carthew Family Trust 03/06/2016 62,887,808 8.99%
Dinosaur Bank Group 28/06/2016 150,000,000 21.45%
Spreadex 28/06/2016 375,000,000 53.62%
Total unlisted options/warrants 699,392,883 100.00%
Securities held on Escrow
Total shares and CDI's on issue of 4,103,091,211 include 418,750,000 CDI's held on escrow until 27 October 2015.
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 Board is committed to maintaining high standards of corporate governance. The Board has given consideration to the code
provisions set out in the UK Corporate Governance Code (the "UK Code") issued by the Financial Conduct Authority and in
accordance with the AIM Rules. Whilst the Company is not required to comply with the UK Code, the Company's corporate
governance procedures take due regard of the principles of Good Governance set out in the UK Code in relation to the size
and the stage of development of the Company. The Board has also given consideration to the ASX Corporate Governance
Principles and Recommendations (ASX Corporate Governance Council, 3rd Edition).
A copy of the Company's corporate governance policy is available on the Company's website
http://www.thormining.com/investors_information_aimrule.htm.
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 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 2015, the consolidated entity holds an interest in the following Australian 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 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%
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%
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 executed an agreement to acquire the remaining 49% of Springhill. Consideration is cash of
$210,000 and Thor shares to the value of $100,000. An Australian investor has agreed to provide a loan to finance the
cash component. The acquisition remains subject to Ministerial assent. Refer ASX announcement dated 4 June 2015.
TENEMENT SCHEDULE (continued)
At 30 June 2015, the consolidated entity holds an interest in the following tenements in the US State of Nevada:
Claim Group Prospect Claim Number Area Holders Company Interest
Platoro Desert Scheelite NT #55 - 64 45blks (611ha or 1,510 acres) 100%
Garnet NT #9 - 18 Pilot Metals Inc
Gunmetal NT #19 - 22, 6, 7
Good Hope NT #1 - 5, 41 - 54
BFM 1 Black Fire Claims BFM1 - BFM109 109blks (1,481ha or 3,660 acres) BFM Resources Inc 100%
BFM 2 Des Scheel East BFM109 - BFM131 22blks (299ha or 739Acre) BFM Resources Inc 100%
This information is provided by RNS
The company news service from the London Stock ExchangeRecent news on Thor Energy
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