REG - Thor Mining PLC - Final Results <Origin Href="QuoteRef">THRL.L</Origin> - Part 2
29/09/2017 10:40
- Part 2: For the preceding part double click ID:nRSc2448Sa
278 (576)
Share based payment expense 115 151 115 -
Realised gain/(loss) on disposal proceeds receivable (68) - (68) 542
Springhill Sale Commission 46 - 46 -
Tenement bond written off 8 - - -
Realised gain on swap facility - 2 - 2
Net cash outflow from operating activities (681) (390) (401) (343)
Cash flows from investing activities
Interest paid - (54) - -
Expenditure on refundable performance bonds (18) - - -
Proceeds from disposal of exploration assets 21 900 1,110 900 1,110
Commission on sale of exploration assets (46) - (46) -
Purchase of property, plant and equipment (22) - - -
R&D Grants for exploration expenditure 31 73 - -
Payments for exploration expenditure (591) (544) - -
Loans to controlled entities - - (1,571) (766)
Loans repaid by controlled entities - - 653 -
Net cash in/(out)flow from investing activities 254 585 (64) 344
Cash flows from financing activities
Loans advanced 18 217 - -
Loans repaid (49) (939) - (489)
Finance lease funding received 19 - - -
Net issue of ordinary share capital 674 654 674 654
Net cash inflow from financing activities 662 (68) 674 165
Net increase in cash and cash equivalents 235 127 209 166
Non cash exchange changes - - - -
Cash and cash equivalents at beginning of period 170 43 170 4
Cash and cash equivalents at end of period 405 170 379 170
Statements of Changes in Equity For the year ended 30 June 2017
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 2015 3,172 15,383 (10,586) 918 405 30 9,322
Loss for the period - - (1,745) - - - (1,745)
Foreign currency translation reserve - - - 1,225 - - 1,225
Total comprehensive (loss) for the period - - (1,745) 1,225 - - (520)
Transactions with owners in their capacity as owners
Shares issued 251 676 - - - - 927
Cost of shares issued - (37) - - - - (37)
Share options lapsed - - 21 - - (21) -
Share options issued - - - - - - -
At 30 June 2016 3,423 16,022 (12,310) 2,143 405 9 9,692
Balance at 1 July 2016 3,423 16,022 (12,310) 2,143 405 9 9,692
Loss for the period - - (1,253) - - - (1,253)
Foreign currency translation reserve - - - 512 - - 512
Total comprehensive (loss) for the period - - (1,253) 512 - - (741)
Transactions with owners in their capacity as owners
Shares issued 225 641 - - - - 866
Cost of shares issued - (22) - - - - (22)
Share options lapsed - - - - 115 115
Share options issued - 9 - - (9) -
At 30 June 2017 3,648 16,641 (13,554) 2,655 405 115 9,910
Company
Balance at 1 July 2015 3,172 15,383 (10,024) - 405 30 8,966
Loss for the period - - (315) - - - (315)
Total comprehensive (loss) for the period - - (315) - - - (315)
Transactions with owners in their capacity as owners
Shares issued 251 676 - - - - 927
Cost of shares issued - (37) - - - - (37)
Share options lapsed - - 21 - - (21) -
Share options issued - - - - -
At 30 June 2016 3,423 16,022 (10,318) - 405 9 9,541
Balance at 1 July 2016 3,423 16,022 (10,318) - 405 9 9,541
Loss for the period - - (718) - - - (718)
Total comprehensive (loss) for the period - - (718) - - - (718)
Transactions with owners in their capacity as owners
Shares issued 225 641 - - - - 866
Cost of shares issued - (22) - - - - (22)
Share options lapsed - - 9 - - (9) -
Share options issued - - - - - 115 115
At 30 June 2017 3,648 16,641 (11,027) - 405 115 9,782
Notes to the Accounts for the year ended 30 June 2017
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year ended 30 June 2017 were authorised for issue by the Board on
29 September 2017 and the Balance Sheets signed on the Board's behalf by Michael Billing and Ray Ridge. The Company's
ordinary shares are traded on the AIM Market operated by the London Stock Exchange and on the Australian Securities
Exchange.
b) Statement of compliance with IFRS
The Group's financial statements have been prepared in accordance with International Financial Reporting Standards
("IFRS"). The Company's financial statements have been prepared in accordance with IFRS as adopted by the European Union.
The principal accounting policies adopted by the Group and Company are set out below.
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 financial report has been prepared on the basis of a going concern.
The consolidated entity incurred a net loss before tax of £1,253,000 during the period ended 30 June 2017, and had a net
cash outflow of £427,000 from operating and investing activities. The consolidated entity continues to be reliant upon the
completion of capital raisings for continued operations and the provision of working capital.
The Group's cash flow forecast for the 12 months ending 30 September 2018, highlight the fact that the Company is expected
to generate negative cash flow by that date, inclusive of the discretionary exploration spend. The Board of Directors, are
evaluating all the options available, including the injection of funds into the Group during the next 12 months, and are
confident that the 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. As above, the financial statements have been prepared on a going
concern basis, with no adjustments in respect of the concerns of the Group's ability to continue to operate under that
assumption.
d) Basis of consolidation
The consolidated financial statements comprise the financial statements of Thor Mining 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 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) Exploration and development expenditure
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.
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.
f) Revenue
Revenue is recognised to the extent that it is probable that economic benefits will flow to the group and the revenue can
be reliably measured.
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.
h) Trade and other payables
Trade and other payables are carried at amortised costs and represent liabilities for goods and services provided to the
Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future
payments in respect of the purchase of these goods and services.
i) Foreign currencies
The Company's functional 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 Mining PLC at
the rate of exchange ruling at the Balance Sheet date and their Income Statements are translated at the average exchange
rate for the year. The exchange differences arising on the translation are taken directly to a separate component of
equity.
All other differences are taken to the Income Statement with the exception of differences on foreign currency borrowings,
which, to the extent that they are used to finance or provide a hedge against foreign equity investments, are taken
directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax
charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves.
j) Share based payments
During the year the Group has provided share based remuneration to Directors of the Group, an employee and the Group's
joint sponsoring brokers, in the form of share options. For further information refer to Note 16.
The cost of equity-settled transactions is measured by reference to the fair value of the services provided. If a reliable
estimate cannot be made, the fair value of the Options granted is based on the Black-Scholes model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to
the price of the shares of Thor Mining 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) Leased assets
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and
requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets
and the arrangement conveys a right to use the asset.
(i) Finance Leases
Assets funded through finance leases are capitalised as fixed assets and depreciated in accordance with the policy for the
class of asset concerned.
Finance lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a
constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in the
Income Statement.
(ii) Operating Leases
All operating lease payments are charged to the Income Statement on a straight line basis over the life of the lease.
l) 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.
m) Trade and other receivables
Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an
allowance for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the
debts. Bad debts are written off when identified.
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) Financial instruments
The Group's financial instruments, other than its investments, comprise cash and items arising directly from its operation
such as trade debtors and trade creditors. The Group has overseas subsidiaries in Australia and USA, whose expenses are
denominated in Australian Dollars and US Dollars. Market price risk is inherent in the Group's activities and is accepted
as such. There is no material difference between the book value and fair value of the Group's cash.
p) 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.
q) Property, plant and equipment
Plant and equipment is 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.
r) 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.
s) 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.
t) 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.
u) 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.
v) 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.
w) Adoption of new and revised Accounting Standards
In the current year, the company has adopted all of the new and revised Standards and Interpretations issued by Accounting
Standards and Interpretations Board that are relevant to its operations and effective for the current annual reporting
period and there is no material financial impact on the financial statements of the Group or the Company.
x) New standards, amendments and interpretations not yet adopted
At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been
applied in these financial statements, were in issue but not yet effective for the year presented:
§ IFRS 9 in respect of Financial Instruments which will be effective for the accounting periods beginning on or after 1
January 2018.
§ IFRS 15 in respect of Revenue from Contracts with Customers which will be effective for accounting periods beginning on
or after 1 January 2018.
§ IFRS 16 in respect of Leases which will be effective for accounting periods beginning on or after 1 January 2019.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material
impact on the Company.
2. Revenue and segmental analysis - Group
The Group has a number of exploration licenses, and mining leases, in Australia and the US State of Nevada. All
exploration licences in Australia are managed as one portfolio. The decision to allocate resources to individual Australian
projects in that portfolio is predominantly based on available cash reserves, technical data and the expectations of future
metal prices. All of the US licenses are located in the one geological region. Accordingly, the Group has identified its
operating segments to be Australia and the United States based on the two countries. This is the basis on which internal
reports are provided to the Directors for assessing performance and determining the allocation of resources within the
Group.
£'000 £'000 £'000 £'000
Year ended 30 June 2017 Head office/ Unallocated Australia United States Consolidated
Revenue
Sundry Income 8 - - 8
Total Segment Expenditure (448) (739) (74) (1,261)
Loss from Ordinary Activities before Income Tax (440) (739) (74) (1,253)
Income Tax (Expense) - - - -
Retained (loss) (440) (739) (74) (1,253)
Assets and Liabilities
Segment assets - 8,166 1,786 9,952
Corporate assets 486 - - 486
Total Assets 486 8,166 1,786 10,438
Segment liabilities - (380) (31) (411)
Corporate liabilities (117) - - (117)
Total Liabilities (117) (380) - (528)
Net Assets 369 7,786 1,755 9,910
£'000 £'000 £'000 £'000
Year ended 30 June 2016 Head office/ Unallocated Australia United States Consolidated
Revenue
Sundry Income - - - -
Total Segment Expenditure (349) (1,317) (79) (1,745)
Loss from Ordinary Activities before Income Tax (349) (1,317) (79) (1,745)
Income Tax (Expense) - - - -
Retained (loss) (349) (1,317) (79) (1,745)
Assets and Liabilities
Segment assets - 7,839 1,405 9,244
Corporate assets 1,063 - - 1,063
Total Assets 1,063 7,839 1,405 10,307
Segment liabilities - (489) (30) (519)
Corporate liabilities (96) - - (96)
Total Liabilities (96) (489) (30) (615)
Net Assets 967 7,350 1,375 9,692
3. Operating loss - group
2017 2016
£'000 £'000
This is stated after charging:
Depreciation 4 13
Auditors' remuneration - audit services 26 27
Auditors' remuneration - non audit services - -
Options issued - directors, staff, consultants and lender 115 -
Directors emoluments - fees and salaries 329 245
Auditors' remuneration for audit services above includes £18,200 (2016: £20,200) to Chapman Davis LLP for the audit of the
Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was £7,380 (2016: £6,825).
4. Directors and executive disclosures - Group
All Directors are appointed under the terms of a Directors letter of appointment. Each appointment provides for annual
fees of Australian dollars $40,000 for services as Directors plus 9.5% as a company contribution to Australian statutory
superannuation schemes. Mr Johnson was issued 10,000,000 unlisted options in lieu of Directors fees for the year ended 31
August 2017 (expiry 2 September 2019, exercise price £0.0125). The agreement allows for any services supplied by the
Directors to the Company and any of its subsidiaries in excess of two days in any calendar month (with the exception of Mr
Johnson), can be invoiced to the Company at market rate, currently at A$1,000 per day, other than Mr Michael Billing at a
rate of A$1,200 per day and Mr David Thomas at a rate of A$1,500 per day.
(a) Details of Key Management Personnel
(i) Chairman and Chief Executive Officer
Michael Billing Executive Chairman and Chief Executive Officer
(ii) Directors
Gervaise Heddle Non-executive Director (appointed 25 July 2016)
David Thomas Non-executive Director
Paul Johnson Non-executive Director (appointed 2 September 2016)
Alastair Middleton Non-executive Director (appointed 31 March 2017)
Michael Ashton Non-executive Director (resigned 2 September 2016)
Trevor Ireland Non-executive Director (resigned 2 September 2016)
(iii) Executives
Ray Ridge CFO/Company Secretary (Australia)
Stephen Ronaldson Company Secretary (UK)
Richard Bradey Chief Exploration Geologist
(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 Shares2 Total Salary& Fees Options Total
£'000 £'000 £'000 £'000 £'000
30 June 2017
Directors: 1,2
Michael Billing 126 6 132 19 151
David Thomas 41 6 47 19 66
Paul Johnson5 - - - 27 27
Gervaise Heddle6 18 4 22 19 41
Alastair Middleton4 6 - 6 13 19
Trevor Ireland3 3 6 9 5 14
Michael Ashton3 - 6 6 5 11
Other Personnel:
Richard Bradey 125 - 125 4 129
Ray Ridge1 43 - 43 - 43
1 As at 30 June 2017 amounts of £126,770, £47,034, £5,913, £5,913, £6,466, remained unpaid to Messrs Billing, Thomas,
Heddle, Middleton and Ridge respectively.
2 Each of the Directors received their Directors fees as shares in lieu of cash payment for the quarter ending 30 September
2016 (being £5,913 for each of Messrs Billing, Thomas, Ashton, and £3,942 for Mr Heddle). [In addition, M Billing elected
to receive £32,522 as shares in lieu of cash payments for consulting fees as Executive Chairman that were outstanding from
the prior years, and Mr Thomas received £14,783 as shares in lieu of cash payments for consulting fees outstanding from the
prior years.]
3 Resigned 2 September 2016.
4 Appointed 31 March 2017.
5 Appointed 2 September 2016.
6 Appointed 25 July 2016.
Paid/Payable in cash Shares2 Total Salary& Fees Options Options
£'000 £'000 £'000 £'000 £'000
30 June 2016
Directors: 1,2
Michael Billing 89 30 119 - 119
Michael Ashton4 16 13 29 - 29
Trevor Ireland4 22 13 35 - 35
David Thomas 27 13 40 - 40
Gregory Durack3 9 13 22 - 22
Other Personnel:
Richard Bradey 93 - 93 - 93
Ray Ridge1 36 - 36 - 36
1 As at 30 June 2016 accrued amounts of £120,784, £45,304, £35,281, £32,499, £16,647, and £11,468 remained unpaid to
Messrs. Billing, Thomas, Ireland, Ridge, Ashton and Durack respectively.
2 Each of the Directors received £13,033 of their Directors fees as shares in lieu of cash payment. M Billing also
received £16,735 as shares in lieu of cash payments for consulting fees as Executive Chairman. The Directors have again
agreed to receive shares in lieu of cash payments for the remainder of their Directors fee for the year ended 30 June 2016,
subject to shareholder approval (being £15,640 for each Director, and £8,689 in the case of G Durack).
3 Resigned 4 March 2016.
4 Resigned subsequent to the end of the financial year, on 2 September 2016.
(c) Compensation by category Group
2017 2016
£'000 £'000
Key Management Personnel
Short-term 379 366
Share Option charges 111 -
Post-employment 11 8
501 374
(d) Options and rights over equity instruments granted as remuneration
Mr Johnson was issued 10,000,000 unlisted options in lieu of Directors fees for the year ended 31 August 2017 (expiry 2
September 2019, exercise price £0.0125). The number of options and the exercise price were adjusted for the 1 for 25 share
consolidation on 1 December 2016. No other options were granted over ordinary shares to Directors, as remuneration, during
the year ended 30 June 2017.
(e) Options holdings of Key Management Personnel
The movement during the reporting period in the number of options over ordinary shares in Thor Mining PLC held, directly,
indirectly or beneficially, by key management personnel, including their personally related entities, is as follows:
Key Management Personnel Held at 30/6/16 or appointment date Placement Participation(Note A) Granted as Remuneration(Note B) Options Granted(Note C) Debt Conversion(Note D) Held at 30/6/17 or resignation date Vested and exercisable at 30/6/17 or resignation date
MichaelBilling - - - 7,000,000 8,765,040 15,765,040 12,765,040
DavidThomas - - - 7,000,000 2,306,800 9,306,800 6,306,800
Gervaise Heddle4 - 4,000,000 - 7,000,000 - 11,000,000 8,000,000
PaulJohnson3 3,200,000 - 10,000,000 3,000,000 - 16,200,000 13,200,000
Alastair Middleton1 - - - 3,000,000 - 3,000,000 -
Richard Bradey - - - 1,500,000 - 1,500,000 1,500,000
Michael Ashton2 - - - 4,000,000 2,768,160 6,768,160 6,768,160
Trevor Ireland2 - - - 4,000,000 - 4,000,000 4,000,000
1 Appointed 31 March 2017.
2 Resigned 2 September 2016. All related options were issued to these Directors subsequent to their resignation date.
3 Appointed 2 September 2016.
4 Appointed 25 July 2016
Notes
A. Mr Heddle participated in a placement on 7 October 2016, as approved by shareholders on 6 October 2016. The options
were granted to Mr Heddle on the basis of one free option for each share subscribed for under the placement, on the same
terms as other placees.
B. Paul Johnson elected to receive 10,000,000 options, on 11 October 2016, in lieu of his Directors fees for one year
ending 31 August 2017 (the number of options have been adjusted for the subsequent share consolidation on 1 December 2016).
Approved by Shareholders on 6 October 2016.
C. 4,000,000 options were granted to Directors on 11 October 2016, following shareholder approval on 6 October 2016 (the
number of options have been adjusted for the subsequent share consolidation on 1 December 2016).
A further 3,000,000 options to each of the Directors was announced 31 March 2017, subject to shareholder approval. The
value of these options have been expensed in the year ended 30 June 2017 for accounting purposes, however are treated as
only having vested when approved by shareholders on 27 July 2017.
D. Two Directors and a former Director elected to receive securities in lieu of amounts owing for Director advances and
consulting fees. The options were issued on 11 October 2016, on the same terms as a placement to other placees undertaken
at that time, being one free option for each share subscribed for under the placement. Approved by shareholders on 6
October 2016. The number of shares and options have been adjusted for the subsequent share consolidation on 1 December
2016.
Key Management Personnel 30/6/15 Acquired Granted as remuneration Expired Exercised Held at 30/6/16 or resignation date Vested and exercisable at 30/6/16
Directors
Executive
Michael Billing - - - - - - -
Non-Executive
David Thomas - - - - - - -
Gregory Durack - - - - - - -
Michael Ashton - - - - - - -
Trevor Ireland - - - - - - -
Other Personnel
Richard Bradey 500,000 - - 500,000 - - -
No options held by Directors or specified executives are vested but not exercisable, except as set out above.
(f) Other transactions and balances with related parties
Specified Directors Transaction Note 2017 2016
£'000 £'000
Michael Billing Consulting Fees (i) 108 90
Trevor Ireland Consulting Fees (ii) 3 6
David Thomas Consulting Fees (iii) 23 11
(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
2017 2016
£'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:
2017 2016
£'000 £'000
Loss on ordinary activities before tax (1,253) (1,745)
Effective rate of corporation tax in the UK 20.00% 20.00%
Loss on ordinary activities multiplied by the standard rate of corporation tax (251) (349)
Effects of:
Future tax benefit not brought to account 251 349
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
2017 2016
Loss for the year (£ 000's) (1,253) (1,745)
Prior period, as previously reported:
Weighted average number of Ordinary shares in issue N/A 4,315,444,147
Loss per share (pence) - basic N/A (0.04)p
Prior period adjusted for the impact of the 25:1 share consolidation:
Weighted average number of Ordinary shares in issue 315,181,478 172,617,766
Loss per share (pence) - basic (0.40)p (1.01)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 have been restated, to take account of the capital reorganisation on 1 December 2016,
being the consolidation of Ordinary Shares on the basis of 1 new Ordinary Share for every 25 Ordinary Shares held.
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
2017 2016
Cost
At 1 July 9,228 10,401
Additions 565 430
Disposals (refer note 21) - (1,942)
Exchange gain 563 1,368
Write off exploration tenements for year (489) (1,029)
At 30 June 9,867 9,228
Amortisation
At 1 July and 30 June - -
Write off exploration tenements previously impaired - -
Balance - -
Impairment for period - -
Exchange gain - -
At 30 June - -
Net book value at 30 June 9,867 9,228
As at 30 June 2017 the Directors undertook an impairment review of the deferred exploration costs for the remaining
tenements, as a result of which, £489,000 was written off, relating to the Dundas tenement in Western Australia (tenement
number EL63/872).
During the year ended 30 June 2016, the Group wrote off:
· £719,000 relating to the carrying amount of the Spring Hill tenements. The assets were written down to the assessed
recoverable amount of A$3.5m (£1.8m), based on the consideration value for the sale of Spring Hill. A$2.0m cash was
received upon completion of the sale in February 2016, and the remaining A$1.5m was received in February 2017. Refer to
Note 21.
· £310,000 carrying value of one of the two Dundas tenements (tenement number EL63/1102) off based upon a decision to
relinquish the tenement in July 2016.
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
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