REG - Thor Mining PLC - Final Results <Origin Href="QuoteRef">THRL.L</Origin> - Part 3
29/09/2017 10:40
- Part 3: For the preceding part double click ID:nRSc2448Sb
Ordinary 100
Hale Energy Limited 2 Australia Ordinary 100
Black Fire Industrial Minerals Pty Ltd3 Australia Ordinary 100
Industrial Minerals (USA) Pty Ltd4 Australia Ordinary 100
Pilot Metals Inc5 USA Ordinary 100
BFM Resources Inc6 USA Ordinary 100
US Lithium Pty Ltd7 Australia Ordinary 25
1 Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at the Molyhil project in the Northern
Territory of Australia.2During the year ended 30 June 2016, the Dundas tenements (previously held by TM Gold Pty Ltd) were
transferred to Hale Energy Pty Ltd, to permit the sale of TM Gold Pty Ltd holding only the Spring Hill tenements of interest to
the purchaser.3 Black Fire Industrial Minerals Pty Ltd is a holding company only. It owns 100% of the shares in Industrial
Minerals (USA) Pty Ltd.4 Industrial Minerals (USA) Pty Ltd is a holding company only. It owns 100% of the shares in Pilot
Metals Inc and BFM Resources Inc.5 Pilot Metals Inc is engaged in exploration and evaluation activities focused at the Pilot
Mountain project in the US state of Nevada.6 BFM Resources Inc is engaged in exploration and evaluation activities focused at
the Pilot Mountain project in the US state of Nevada.7 US Lithium Pty Ltd is engaged in exploration and evaluation activities
focused at the Big Sandy project in the US states of Arizona and New Mexico.Messrs Billing, Ashton, and Ireland were all
Directors of the above 100% owned subsidiaries through until 5 September 2016, whenMessrs Ashton, and Ireland resigned. Mr
Thomas became a Director of all of the above 100% subsidiaries from 5 September 2016. Mr Billing remained as a Director for the
whole year.The previously 100% owned subsidiary TM Gold Pty Ltd was sold effective 26 February 2016 (refer Note to 21).
(a) Investment in Subsidiary companies:
2017 2016
£'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)
Black Fire Industrial Minerals Pty Ltd 688 688
688 688
The investments in subsidiaries are carried in the Company's Balance Sheet at the lower of cost and net realisable value.
Loans to subsidiaries
2017 2016
£'000 £'000
Molyhil Mining Pty Ltd 8,308 7,672
Less: Impairment provision against loan (523) (722)
TM Gold Pty Ltd - -
Less: Impairment provision against loan - -
Hale Energy Limited 1,193 1,117
Less: Impairment provision against loan (1,193) (716)
Black Fire Industrial Minerals Pty Ltd 941 535
Less: Impairment provision against loan - -
8,726 7,886
The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable notice having regard to the
financial stability of the company.
(b) Equity accounted investments
Consolidated Company
£'000 £'000 £'000 £'000
2017 2016 2017 2016
US Lithium Pty Ltd 87 - 87 -
87 - 87 -
On the 15 June 2017, the Company acquired 25% of US Lithium Pty Ltd, a private Australian company which in turn owns 100%
of Big Sandy Inc, a company incorporated in the United States of America. Big Sandy Inc has interests in lithium focussed
projects in Arizona and New Mexico, in the United States of America. Separately, a 45 business day first right of refusal
agreement was signed to acquire the remaining 75% of US Lithium Pty Ltd through the issue of 52,777,777 ordinary shares of
0.01p each in the capital of Thor at a deemed price of 0.90p per ordinary share (being consideration of £475,000). The
owners of the remaining 75% of US Lithium Pty Ltd have granted an extension of the 45 business day period to allow further
due diligence by Thor. As at the date of signing the financial statements, Thor continue to undertake the due diligence
process.
9. Deposits supporting performance bonds
Consolidated Company
£'000 £'000 £'000 £'000
2017 2016 2017 2016
Deposits with banks and Governments 21 11 - -
21 11 - -
10. Property, plant and equipment
Plant and Equipment:
At cost 60 94 - -
Accumulated depreciation (31) (90) - -
Total Property, Plant and Equipment 29 4 - -
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.
Consolidated Company
£'000 £'000 £'000 £'000
2017 2016 2017 2016
At 1 July 4 15 - -
Additions 29 - - -
Foreign exchange impact, net - 2 - -
Disposals - - - -
Depreciation expense (4) (13) - -
At 30 June 29 4 - -
The carrying value of the plant and equipment includes finance leased assets of £23,000 (2016: £Nil)
11. Trade receivables and other assets
Current
Trade and other receivables 19 42 11 42
Receivable for business disposal (refer Note 21) - 832 - 832
Prepayments 10 20 9 19
29 894 20 893
12. Current trade and other payables
Trade payables (235) (342) (30) (88)
Other payables (224) (161) (88) (8)
(459) (503) (118) (96)
13. Interest bearing liabilities
LeasesFinance Lease Commitments
Payable:
Within One Year (10) - - -
Within One to Five Years (10) - - -
Minimum Lease Payments (20) - - -
Less Future Interest Charges 1 - - -
Net Lease Liability (19) - - -
Lease Liability is Represented by:
Current (9) - - -
Non Current (10) - - -
Net Lease Liability (19) - - -
Finance lease exists in relation to exploration analysing equipment. The term of the lease is for 2 years.
14. Non interest bearing liabilities
Consolidated Company
2017 2016 2017 2016
£'000 £'000 £'000 £'000
Current
Director advances (30) (96) - -
(30) (96) - -
During the year ended 30 June 2017,the Directors' advanced funds on a no security, no interest basis to meet short term
funding requirements of the Group. During the year ended 30 June 2017, a further £17,000 was advanced, and £83,000 of the
loans were repaid.
15. Issued share capital
2017 2016
£'000 £'000
Issued up and fully paid:
982,870,766 'Deferred Shares' of £0.0029 each (1) 2,850 2,850
7,928,958,500 'A Deferred Shares' of £0.000096 each (2) 761 -
373,013,208 Ordinary shares of £0.0001 each 37 573
(2016: 982,870,766 'Deferred Shares' of £0.0029 each, and5,736,387,510 ordinary shares of £0.0001 each)
3,648 3,423
Movement in share capital
2017 2016
Ordinary shares of £0.0001 Number £'000 Number £'000
At 1 July 5,736,387,510 3,423 3,228,091,211 3,172
Shares issue in lieu of expenses 446,570,973 45 356,898,014 36
Shares issued for cash 1,400,000,000 140 2,075,000,000 207
Shares issued for acquisition - - 76,398,285 8
Shares issued to extinguish debt 346,000,000 35 - -
7,928,958,483 3,643 5,736,387,510 3,423
Post Share Consolidation 25:1 (3) 317,158,340 3,643 n/a n/a
Shares issued for cash 50,000,000 5 - -
Warrants Exercised 5,854,868 - - -
At 30 June 373,013,208 3,648 5,736,387,510 3,423
Nominal Value
(1) The nominal value of shares in the company was originally 0.3 pence. At a shareholders meeting in September 2013,
the Company's shareholders approved a re-organisation of the company's shares which resulted in the creation of two classes
of shares, being:
· Ordinary shares with a nominal value of 0.01 pence, which continued as the company's listed securities, and
· 'Deferred Shares' with a nominal value of 0.29 pence which, subject to the provisions of the Companies Act 2006, may
be cancelled by the company, or bought back for £1 and then cancelled. These deferred shares are not quoted and carry no
rights whatsoever.
(2) At a shareholders meeting in November 2016, the Company's shareholders approved a re-organisation of the company's
shares which, on the 1 December 2016, resulted in the existing Ordinary Shares of 0.01 pence being further split as
follows:
· Ordinary shares with a nominal value of 0.0004 pence, and
· 'A Deferred Shares' with a nominal value of 0.0096 pence which, subject to the provisions of the Companies Act 2006,
may be cancelled by the company, or bought back for £1 and then cancelled. These deferred shares are not quoted and carry
no rights whatsoever.
(3) On 1 December 2016, immediately following the capital reorganisation at (2) above, the Ordinary Shares were
consolidated on the basis of 1 new Ordinary Share with a nominal value of 0.01 pence for every 25 Ordinary Shares held with
a nominal value of 0.0004 pence.
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 2017:
Number Grant Date Expiry Date Exercise Price
13,440,0001 1 Jun 2016 1 Dec 2018 GBP£0.0125
34,560,0002 24 Jun 2016 1 Dec 2018 GBP£0.0125
16,000,0003 5 Sep 2016 5 Mar 2019 GBP£0.0125
40,000,0004 7 Oct 2016 7 Apr 2019 GBP£0.0125
13,840,0005 11 Oct 2016 11 Apr 2019 GBP£0.0125
20,000,0006 11 Oct 2016 26 Jul 2019 GBP£0.0125
10,000,0007 11 Oct 2016 2 Sep 2019 GBP£0.0125
19,145,1328 27 Jan 2017 27 Jan 2018 GBP£0.0090
1,300,0009 27 Jan 2017 27 Jan 2018 GBP£0.0090
2,000,00010 27 Jun 2017 27 Jun 2019 GBP£0.0180
1,500,00011 27 Jun 2017 27 Jan 2020 GBP£0.0180
171,785,132 total outstanding
Share options (termed warrants in the UK) carry no rights to dividends and no voting rights.
All Options existing at 1 December 2016 were adjusted for the Share Consolidation of 25:1.
1 issued to investors as part of a capital raising in June 2016.
2 issued to investors as part of a capital raising in June 2016, following shareholder approval.
3 issued to investors as part of a capital raising in September 2016.
4 issued to investors as part of a capital raising in October 2016, following shareholder approval.
5 issued to Directors and former Directors, following shareholder approval, in lieu of cash payments owing, on the same
terms as the capital raising on 7 October 2016, at 4 above.
6 issued to Directors in October 2016, following shareholder approval.
7 issued to Mr Johnson, October 2016, in lieu of Directors Fees for one year through to 31 August 2017.
8 25,000,000 warrants issued to investors as part of a capital raising in January 2017. 5,854,868 warrants have since been
exercised, prior to 30 June 2017.
9 issued to the Company's joint sponsoring broker, Beaufort Securities Ltd, for services rendered.
9 issued to the Company's joint sponsoring broker, SI Capital Ltd, for services rendered.
10 issued to a nominee of the Company's Exploration Manager, in recognition of service over an extended period.
On the 31 March 2017, the Company announced that it would issue 3,000,000 unlisted warrants to each of the five Directors,
subject to shareholder approval. At 30 June 2017 these warrants remained subject to shareholder approval. These warrants
were subsequently approved by shareholder on 27 July 2017 and issued to the Directors on 28 July 2017. The warrants are
not included in the above list, having been issued post 30 June 2017. However, as the warrants contained no other vesting
conditions, other than shareholder approval, the value of the warrants have been expensed in the year ended 30 June 2017
(refer to Note 16).
16. Share based payments reserve
2017 2016
£'000 £'000
At 1 July 9 30
Lapse of 600,000 Employee options @ £0.00835 - (5)
Lapse of Debt Facility options @ £0.00018 - (16)
Lapse of 26,763,987 investor options @ £0.00035 (9) -
20,000,000 issued to Directors @ £0.001275 25 -
10,000,000 issued to Paul Johnson @ £0.001325 13 -
1,300,000 issued to Beaufort Securities Ltd @ £0.001411 2 -
2,000,000 issued to SI Capital Ltd @ £0.001857 4 -
1,500,000 issued to a nominee of an employee @ £0.002710 4 -
15,000,000 issued to Directors @ £0.004469 67 -
At 30 June 115 9
Options are valued at an estimate of the cost of the services provided. Where the fair value of the services provided
cannot be estimated, the value of the options granted is calculated using the Black-Scholes model taking into account the
terms and conditions upon which the options are granted. The following table lists the inputs to the model used for the
share options remaining in the Share Based Payments Reserve at the year ended 30 June 2017.
20,000,000 issued to Directors on 11 October 2016
Dividend yield 0.00%
Underlying Security spot price £0.00625
Exercise price £0.0125
Standard deviation of returns 60%
Risk free rate 1.67%
Expiration period 2.79yrs
Black Scholes valuation per option £0.001275
10,000,000 Options Issued to Paul Johnson on 11 October 2016
Dividend yield 0.00%
Underlying Security spot price £0.00625
Exercise price £0.0125
Standard deviation of returns 60%
Risk free rate 1.67%
Expiration period 2.89yrs
Black Scholes valuation per option £0.001325
1,300,000 issued to Beaufort Securities Ltd on 27 January 2017
Dividend yield 0.00%
Underlying Security spot price £0.006888
Exercise price £0.009
Standard deviation of returns 60%
Risk free rate 1.79%
Expiration period 1.49yrs
Black Scholes valuation per option £0.001411
2,000,000 issued to SI Capital Ltd on 27 June 2017
Dividend yield 0.00%
Underlying Security spot price £0.0105
Exercise price £0.018
Standard deviation of returns 60%
Risk free rate 1.67%
Expiration period 2yrs
Black Scholes valuation per option £0.001857
1,500,000 issued to a nominee of an employee on 27 June 2017
Dividend yield 0.00%
Underlying Security spot price £0.0105
Exercise price £0.018
Standard deviation of returns 60%
Risk free rate 1.79%
Expiration period 3yrs
Black Scholes valuation per option £0.002710
15,000,000 issued to Directors on 28 July 2017
Dividend yield 0.00%
Underlying Security spot price £0.013555
Exercise price £0.018
Standard deviation of returns 60%
Risk free rate 1.89%
Expiration period 3yrs
Black Scholes valuation per option £0.004469
17. Analysis of changes in net cash and cash equivalents
1 July 2016 Cash flows Non-cash changes 30 June 2017
£'000 £'000 £'000 £'000
Cash at bank and in hand - Group 170 235 - 405
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
As at 30 June 2017, the Group had no contingent liabilities.
19. Financial instruments
The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that arise from its
operations.
The Group's exposure to currency and liquidity risk is not considered significant. The Group's cash balances are held in
Pounds Sterling and in Australian Dollars, the latter being the currency in which the significant operating expenses are
incurred.
To date the Group has relied upon equity funding to finance operations. The Directors are confident that they will be able
to raise additional equity capital to finance operations to commercial exploitation but controls over expenditure are
carefully managed.
The net fair value of financial assets and liabilities approximates the carrying values disclosed in the financial
statements. The currency and interest rate profile of the Group's financial assets is as follows:
2017 2016
£'000 £'000
Sterling 84 169
Australian Dollars 321 1
405 170
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.
2017 2016
Carrying Amount £'000 Fair Value £'000 Carrying Amount £'000 Fair Value £'000
Financial assets:
Cash and cash equivalents 405 405 170 170
Trade & other receivables 19 19 874 874
Deposits supporting performance guarantees 21 21 11 11
Financial liabilities:
Trade and other payables 459 459 503 503
Non interest bearing liabilities 30 30 96 96
Interest bearing liabilities 19 19 - -
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 2017 - Group < 1 year >1 to <2 Years >2 to <5 Years
£'000 £'000 £'000 £'000
Financial Assets
Fixed rate
At call Account - AUD 0% 321 - - 321
At call Account - STG 0.05% 84 - - 84
405 - - 405
Financial Liabilities
Fixed Rate
Interest bearing liabilities 4.7% 9 10 - 19
30-June 2016 - Group
Financial Assets
Fixed rate
At call Account - AUD 0% 169 - - 169
At call Account - STG 0.05% 1 - - 1
170 - - 170
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
20. Related parties transactions
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries to enable those companies to carry out their operations. At 30 June
2017 the estimated recoupable amount converted to £8,726,000 (refer Note 8(b)).
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 of Thor. During the year £18,200 (2016 £15,317) was paid to Ronaldsons LLP
Solicitors on normal commercial terms.
21. Business Disposal
TM Gold Pty Ltd ("TM Gold") was a 100% owned subsidiary of Thor, with activities in the state of Western Australia (Dundas
tenements) and the Northern Territory of Australia (Spring Hill tenements). On the 26 February 2016, the Group completed a
share purchase and subscription agreement to dispose of the Spring Hill tenements, through the disposal of 100% of Thor's
shareholding in TM Gold to PC Gold Pty Ltd ("PC Gold"). Prior to completion of the sale, the Dundas tenements were
transferred to another 100% owned subsidiary of Thor, Hale Energy Limited at book value. The share purchase and
subscription agreement was then enacted, with PC Gold subscribing for new ordinary shares equating to a 60% shareholding of
the issued shares in TM Gold for A$2.0m (£1.11m) cash. The Group and PC Gold were legally committed to the transfer of the
remaining 40% shareholding held by Thor no later than February 2017, in exchange for the remaining instalment of A$1.5m
(£0.832m). The A$1.5m instalment was received in February 2017 and has been removed from the Group's receivables (refer
to Note 11).
The consideration payable to Thor also includes a royalty of:
A$6.00 per ounce of gold produced from the Spring Hill tenements where the gold is sold for up to A$1,500 per ounce; and
A$14 per ounce of gold produced from the Spring Hill tenements where the gold so produced is sold for amounts over A$1,500
per ounce.
Given the inherent uncertainties in determining the likely amount of the potential future royalties, the Directors have
elected to not to ascribe a value to the royalty at this point.
The Income Statement impact of this transaction for the Consolidated Group for the year ended 30 June 2016 was as follows:
£'000
Deferred exploration asset for Spring Hill at sale completion (1) 1,942
Sale proceeds received (1,110)
Sale proceeds receivable (refer Note 11) (832)
Nil Profit / (Loss) on disposal -
(1) As at 31 December 2015, the Group had executed an option agreement for the sale of Spring Hill. That agreement
provided a third party with the option to acquire the Spring Hill tenements though the acquisition of 100% of TM Gold Pty
Ltd for total consideration of A$3.5m and production royalties. Based on this, the Directors revalued the carrying value of
the Spring Hill tenement downwards by £719,000 to its realisable value.
The Income Statement impact of this transaction for the Company for the year ended 30 June 2016 was as follows:
£'000
Loan balance owing by TM Gold at sale completion 4,159
Less existing impairment provision against the loan (1,675)
Net loan balance at sale completion 2,484
Loan repaid from share subscription received (1,110)
Loan offset by remaining proceeds receivable (refer Note 11) (832)
Realised loss on financial asset 542
22. Post balance sheet events
As announced on 5 July 2017, the Group has been granted an additional exploration licence area (EL31443) which secures
additional ground along strike from the Molyhil tungsten deposit in the Northern Territory, Australia.
On 28 July 2017, following shareholder approval, the Company issued:
· 51,111,111 ordinary shares at a price of 0.9 pence, to raise a total of £460,000 before costs. As part of the
placement, placees received one free warrant for every ordinary share subscribed for. The warrants have an exercise price
of 1.8 pence and expire on 28 July 2019. Two Directors participated in this placement to the value of £72,000.
· 15,000,000 warrants to Directors. The warrants have an expiry of 31 March 2020 and an exercise price of 1.8 pence.
These warrants were announced on 31 March 2017, subject to shareholder approval. The warrants were valued using the black
scholes method and were expensed in the year ended 30 June 2017, as required by Accounting Standards.
On 2 August 2017, the Group signed a binding term sheet to acquire an interest in the historically mined Kapunda copper
deposit in South Australia (Kapunda). The Group will invest in a newly incorporated private Australian company,
Environmental Copper Recovery SA Pty Ltd (ECR), initially via convertible notes of up to A$1.8 million, which will be used
to fund field test work and feasibility activities at Kapunda over the next three years. Conversion of the convertible
notes are at the sole discretion of Thor, and will result in Thor holding up to 60% equity interest in ECR. The term sheet
also provides that Thor has immediate Board control of ECR. In turn, ECR has entered into an agreement to earn a 50%
interest in the rights over metals which may be recovered via in-situ recovery at the Kapunda deposit, from Australian ASX
listed, Terramin Australia Limited (ASX: TZN), for expenditure of A$2.0 million on field test work. ECR can then opt to
earn a further 25% interest through additional expenditure of A$4.0 million.
Other than the above matters, there were no material events arising subsequent to 30 June 2017 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 22 September 2017)
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 1,772
1,001 - 5,000 791
5,001 - 10,000 220
10,001 - 100,000 421
100,001 and over 203
3,407
The number of Australian shareholders holding less than a marketable parcel is 2,800.
The minimum parcel size is 31,250 shares.
Twenty largest shareholders as at 22 September 2017
Name Number of shares held Percentage of shares held
BARCLAYS DIRECT INVESTING NOMINEES LIMITED CLIENT1 44,696,067 10.54%
MR MICHAEL ROBERT BILLING & RELATED ACCOUNTS 28,265,242 6.66%
SHARE NOMINEES LTD 20,454,564 4.82%
TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED SMKTNOMS 17,880,379 4.22%
HSDL NOMINEES LIMITED 16,961,047 4.00%
MR PAUL JOHNSON & RELATED ACCOUNTS 16,502,649 3.89%
HARGREAVES LANSDOWN (NOMINEES) LIMITED VRA 16,242,901 3.83%
HARGREAVE HALE NOMINEES LIMITED LON 16,001,800 3.77%
TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED SMKTISAS 12,833,922 3.03%
HARGREAVES LANSDOWN (NOMINEES) LIMITED 15942 12,379,856 2.92%
LAWSHARE NOMINEES LIMITED SIPP 11,415,652 2.69%
BEAUFORT NOMINEES LIMITED SSLNOMS 11,110,479 2.62%
JIM NOMINEES LIMITED JARVIS 10,737,628 2.53%
HARGREAVES LANSDOWN (NOMINEES) LIMITED HLNOM 10,226,181 2.41%
MR DAVID EDWARD THOMAS + MRS BARBARA JEAN THOMAS 9,160,969 2.16%
VIDACOS NOMINEES LIMITED RBCRBSMR 9,065,002 2.14%
HSDL NOMINEES LIMITED MAXI 7,059,046 1.66%
DUNHAM INVESTMENTS PTY LTD 7,000,000 1.65%
TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED TDWHSIPP 6,959,043 1.64%
INVESTOR NOMINEES LIMITED NOMINEE 6,809,872 1.61%
TOTAL 291,762,299 68.79%
Unlisted Option and Warrant holders as at 22 September 2017
Option Holders Expiry Date Number of Holders Number of Warrants Percentage of Total Warrants
Placees June 2016 1-Dec-18 18 48,000,000 20.2%
Placees Sept 2016 5-Mar-19 1 16,000,000 6.7%
Placees Oct 2016 7-Apr-19 6 40,000,000 16.8%
Directors & former Directors (in lieu of amounts owed) Oct 2016 11-Apr-19 5 13,840,000 5.8%
Directors Oct 2016 26-Jul-19 5 20,000,000 8.4%
P Johnson (in lieu of Directors fees) Oct 2016 2-Sep-19 1 10,000,000 4.2%
Placees Jan 2017 27-Jan-18 9 19,145,132 8.0%
Beaufort Securities Ltd (joint broker) Jan 2017 27-Jan-18 1 1,300,000 0.5%
SI Capital Ltd (joint broker) June 2017 27-Jun-19 1 2,000,000 0.8%
Nominee of Thor Exploration Manager June 2017 27-Jan-20 1 1,500,000 0.6%
Directors July 2017 31-Mar-20 5 15,000,000 6.3%
Placees July 2017 28-Jul-19 18 51,111,111 21.5%
237,896,243 100.0%
Securities held on Escrow
Total shares and CDIs on issue are 424,124,319. No shares or CDIs are held in escrow.
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
CDIs.
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/aboutus#governance.
Skills, experience, expertise and term of office of each Director
A profile of each Director containing the applicable information is set out on the Company's website and elsewhere within
this document.
Identification of Independent Directors
Mr G Heddle and Mr D Thomas 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
Whilst the Company does not have a formal nomination committee, it does formally consider Board succession issues and
whether the Board has the appropriate balance of skills, knowledge, experience, independence and diversity. .
Names and qualifications of audit committee members
The full Board performs the functions of the Audit Committee. Messrs Billing, Heddle and Johnson are financially literate.
The Board last undertook a formal evaluation of its performance on 30 July 2015. However, the majority of the current
Directors, being Messrs Heddle, Johnson and Middleton, were appointed during the most recent financial year, ended 30 June
2017.
TENEMENT SCHEDULE
At 30 June 2017, the consolidated entity holds an interest in the following Australian tenements:
Project Tenement Area kms2 Area ha. Holders Company Interest
Molyhil EL22349 228.10 Molyhil Mining Pty Ltd 100%
Molyhil EL28948 16.50 Molyhil Mining Pty Ltd 100%
Molyhil EL31130 60.23 Molyhil Mining Pty Ltd 100%
Molyhil EL31443 66.48 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%
Dundas* EL63/872 62.40 Hale Energy Limited 60%
* written off in the year ended 30 June 2017, as the Group intends to relinquish this tenement at the renewal date.
At 30 June 2017, 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 45blocks (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 109blocks (1,481ha or 3,660 acres) BFM Resources Inc 100%
BFM 2 Des Scheel East BFM109 - BFM131 22blocks (299ha or 739Acre) BFM Resources Inc 100%
This information is provided by RNS
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