REG - Thor Mining PLC - Results for the year ended 30 June 2022
30/09/2022 10:15
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RNS Number : 3482B Thor Mining PLC 30 September 2022
30 September 2022
Thor Mining plc
("Thor" or the "Company")
Results for the year ended 30 June 2022
The Directors of Thor Mining PLC (AIM, ASX: THR) are pleased to provide the
Company's audited annual financial report for the year ended 30 June 2022.
The Company's annual financial report will also be released pre-market opening
tomorrow on the Australian Stock Exchange ("ASX") as required under the
listing rules of the ASX.
The annual report will be published and notified in due course.
For further information on the Company, please visit www.thormining.com
(http://www.thormining.com/) or contact the following:
Thor Mining PLC
Nicole Galloway Warland, Managing Director Tel: +61 (8) 7324 1935
Ray Ridge, CFO / Company Secretary Tel: +61 (8) 7324 1935
WH Ireland Limited (Nominated Adviser and Joint Broker) Tel: +44 (0) 207 220 1666
Antonio Bossi / Darshan Patel / Megan Liddell
SI Capital Limited (Joint Broker) Tel: +44 (0) 1483 413 500
Nick Emerson
Yellow Jersey (Financial PR) thor@yellowjerseypr.com
Sarah Hollins / Henry Wilkinson Tel: +44 (0) 20 3004 9512
Updates on the Company's activities are regularly posted on Thor's
website www.thormining.com (http://www.thormining.com/) , which includes a
facility to register to receive these updates by email, and on the Company's
twitter page @ThorMining.
About Thor Mining PLC
Thor Mining PLC (AIM, ASX: THR; OTCQB: THORF) is a diversified resource
company quoted on the AIM Market of the London Stock Exchange, ASX in
Australia and OTCQB Market in the United States.
The Company is advancing its diversified portfolio of precious, base, energy
and strategic metal projects across USA and Australia. Its focus is on
progressing its copper, gold, uranium and vanadium projects, while seeking
investment/JV opportunities to develop its tungsten assets.
Thor owns 100% of the Ragged Range Project, comprising 92 km(2) of exploration
licences with highly encouraging early stage gold and nickel results in the
Pilbara region of Western Australia.
At Alford East in South Australia, Thor is earning an 80% interest in copper
deposits considered amenable to extraction via In Situ Recovery techniques
(ISR). In January 2021, Thor announced an Inferred Mineral Resource Estimate
of 177,000 tonnes contained copper & 71,000 oz gold¹.
Thor also holds a 30% interest in Australian copper development company
EnviroCopper Limited, which in turn holds rights to earn up to a 75% interest
in the mineral rights and claims over the resource on the portion of the
historic Kapunda copper mine and the Alford West copper project, both situated
in South Australia, and both considered amenable to recovery by way of
ISR.²³
Thor holds 100% interest in two private companies with mineral claims in the
US states of Colorado and Utah with historical high-grade uranium and vanadium
drilling and production results.
Thor holds 100% of the advanced Molyhil tungsten project, including measured,
indicated and inferred resources⁴, in the Northern Territory of Australia,
which was awarded Major Project Status by the Northern Territory government in
July 2020.
Adjacent to Molyhil, at Bonya, Thor holds a 40% interest in deposits of
tungsten, copper, and vanadium, including Inferred resource estimates for the
Bonya copper deposit, and the White Violet and Samarkand tungsten deposits.
⁵
Notes
(1)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210127-maiden-copper.gold-estimate-alford-east-sa.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210127-maiden-copper.gold-estimate-alford-east-sa.pdf)
(2)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf)
³
www.thormining.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf
(http://www.thormining.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf)
(4)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210408-molyhil-mineral-resource-estimate-updated.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210408-molyhil-mineral-resource-estimate-updated.pdf)
(5)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf
(http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf)
2022 ANNUAL FINANCIAL REPORT
REVIEW OF OPERATIONS AND STRATEGIC REPORT
RAGGED RANGE (GOLD, COPPER, LITHIUM & NICKEL) - WESTERN AUSTRALIA
The Ragged Range Project, located in the highly prospective Eastern Pilbara
Craton, Western Australia, is 100% owned by Thor Mining - E46/1190, E46/1262,
E46/1355, E46/1340, plus the recently granted E46/1393 (Figure 1). The Project
is adjacent to significant gold resources, including De Greys Hemi gold
project and two of the world's largest and globally significant spodumene
deposits at Wodgina (Mineral Resources Ltd) and Pilgangoora (Pilbara
Minerals).
Since acquiring the Project, Thor has conducted several geochemical and
geophysical programs defining several priority gold, nickel, lithium and
copper prospects: including the Sterling Prospect 13km gold corridor, Krona
nickel gossan prospect, Kelly's copper-gold prospect and the favourable
lithium area to the north around the Split Rock Supersuite (Figure 1).
In December 2021 Thor completed its maiden reverse circulation drilling
program at Sterling Prospect, with A$160,000 funding from the Western
Australia Government under the EIS Co-funded grants program. A follow up
second phase of RC drilling was completed in July 2022 at Sterling Prospect.
Details of the projects may be found on the Thor website via this link:
www.thormining.com/projects/ragged-range-pilbara-project
(http://www.thormining.com/projects/ragged-range-pilbara-project)
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Figure 1: Location Map showing Ragged Range and tenement licence area
STERLING PROSPECT
A maiden RC drilling program comprising 41 shallow RC drillholes totalling
2,155m was completed at the Sterling Prospect in December 2021. Drilling was
designed to test eight strong gold anomalies at Sterling Central and Sterling
South prospects, defined from soil and stream sediment sampling programs
associated with the structural controls of the dominant, faulted contact
between the Euro Basalt and the Dalton Suite ultramafics (Figure 1).
No significant gold intercepts (max of 0.1g/t Au) were intercepted, although
intersections of strong broad zones of quartz veining, sericite, silica
alteration, sulphides and fuchsite, characteristic of gold mineralisation in
the Pilbara, are positive indicators of close proximity to the gold source. In
many of the drill holes close to the fault contact, sericite and silica
alteration of the Euro Basalt is strong. This alteration style forms the
distal alteration halo around many gold deposits. Sulphide veining with
chalcopyrite, pyrite and sphalerite was observed in drill chips.
A second follow up drilling program at Sterling Prospect was completed in July
2022 comprising 48 reverse circulation holes totalling 3,120m, including one
drillhole at Krona prospects, Ragged Range Project, Figure 1 (ASX: THR 11 July
2022).
This second phase of drilling tested interpreted dilational zones (potential
trap sites for mineralisation and the potential source of the gold anomalies
found in stream and soil samples). Surface anomalism is associated with a
series of faults and folds, subparallel or at a low angle to the regional
thrust faulted contact (Norman Cairns Fault) between the Euro Basalt and the
Dalton Suite ultramafics (Figure 1).
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Photo 2: RC drilling at Sterling Prospect
KRONA PROSPECT -Nickel Gossan
The Krona nickel gossan (Figure 1) was initially identified by the Western
Australian Geological Survey on the Split Rock 1:100K mapping explanatory
notes (Bagas et al., 2004), with Thor undertaking a mapping and sampling
program in mid-2020 (THR: ASX 31 July 2020). The gossan extends over 1km x
100m and sits at the base of the Dalton Suite (ultramafic units), adjacent to
the older Felsic Volcanics of the Wyman Formation (Figure 1). This position of
the gossan at the base of the ultramafic contact is significant from a
geological nickel-sulphide model perspective.
A high-powered Fixed Loop Electromagnetics (FLEM) ground geophysics survey was
completed over the Krona Prospect in June 2022, covering the full extent of
the nickel gossan (ASX: THR 17 June 2022). The survey over the gossan was
designed to detect conductive anomalies at depth that may indicate the
presence of massive nickel-copper sulphide mineralisation to constrain initial
drill testing.
The single loop FLEM survey over the Krona prospect identified a conductor at
the southern end of the gossan (Figure 2). The conductor was modelled as a
shallow flat lying feature approximately 100m deep and is consistent with
sulphides. The shallow (100m) conductor gave Thor a clear drill target, which
was subsequently drill tested in July 2022 as part of RC program at the
adjacent Sterling Prospect.
The drillhole intersected 66m @ 0.19% Nickel from 81m however with minimum
sulphides, hitting the edge of the FLEM conductor. This hole was cased in
preparation for a Downhole Electromagnetic Survey ("DHEM") survey which was
completed in August 2022. The DHEM geophysics survey revealed an off-hole
conductor at around 85m consistent with sulphides and warrants drill testing
to validate.
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Figure 2: Krona Prospect showing Electromagnetic conductor beneath Nickel
Gossan and drillhole
Lithium Prospectivity
The Pilbara Craton is highly prospective for lithium-caesium-tantalum (LCT)
enriched pegmatites and hosts two large and globally significant spodumene
deposits at Wodgina (Mineral Resources Ltd) and Pilgangoora (Pilbara
Minerals).
The lithium-rich pegmatites in the Pilbara are spatially and possibly
genetically related to the Split Rock Supersuite (2.85 to 2.83Ma) (Sweetapple,
M, 2017) (Figure 3). Within Thor's tenure, the Mondana Monzogranite part of
the Split Rock Supersuite, mapped in the northern portion of tenure, is
untested for lithium potential (Figure 1).
Thor's exploration strategy is to ground-truth the 10km halo around the
Mondana Monzongranite, considered the most favourable position for the spatial
zonation of LCT enriched pegmatites.
The current field program, guided by Thor's radiometrics and aster data, has
identified several priority areas for mapping and sampling, including:
· Investigation of all small granitic and pegmatitic
bodies in the lithium target area. Samples are to be assayed for lithium and
key pathfinder elements including Ce, Rb, Sn, Ta and W.
· Reconnaissance soil sampling and prospecting within the
10km halo of the Mondana Monzogranite (E46/1262, E46/1190, E461393 and
E46/1340) (Figure 1).
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Figure 3: Geological map of the units and terranes comprising the North
Pilbara Craton (adapted from Sweetapple and Collins, 2002 and Hickman, 2016),
highlighting the distribution of the Split Rock Supersuite (~2.85-2.83 Ga) and
pegmatite fields and groups of LCT (Li-Cs-Ta), NYF (Nb-Y>F) and mixed
(LCT-NYF) petrogenetic families of Cerny and Ercit (2005). Ragged Range tenure
is shown covering the southern portion of the Split Rock Supersuite and
Corunna Downs Batholith (after Sweetapple., 2017).
Kelly's Prospect - Gold -Copper
A new tenement was acquired E46/1393 in the northeast, covers a recently
surrendered mining lease M46/171 (Figure 1). This area covers several
historic copper-gold and copper-base metals mines and prospects. The copper
mineralisation is associated with the dacite Boolina porphyry, close to the
margin of the Corunna batholith, and intrudes the Kelly greenstone belt.
At Kelly's Mine, historic production between 1955-1970, although small, was of
very high-grade - 610t of ore averaging 19.47% Cu (Figure 1).(1)
Historical exploration has been sporadic, with no systematic approach over the
Kelly's area. Thor will be targeting areas of mineralisation, zones of
alteration, shears/faults and zones of brecciation.
The Ragged Range project is underexplored with Thor progressively proving up
targets across the tenure for drill testing focusing on Gold, Nickel, Lithium
and Copper.
References:
· Bagas et al., 2004. Geology of the Spilt Roc 1:100,000 Sheet.
1:00,000 Geological Series. Geological Survey of Western Australia
· (1) https://www.mindat.org/loc-122951.html
(https://www.mindat.org/loc-122951.html)
URANIUM AND VANADIUM PROJECT - COLORADO AND UTAH, USA
Thor holds a 100% interest in two USA companies with mineral claims in
Colorado and Utah, USA. The claims host uranium and vanadium mineralisation
within the Uravan Mineral Belt, which has a history of high-grade uranium and
vanadium production (Figure 4).
The Projects benefit from easy access and are close to the White Mesa toll
treating mill which may be a low hurdle processing option for any production
from these projects.
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Figure 4: Location Map of Colorado & Utah projects (left) and Priority
Drill Prospects at wedding Bell Project (right)
The uranium-vanadium deposits within the Uravan Mineral Belt (Figure 4),
hosted mainly in the Salt Wash member of the Morrison Formation on the
Colorado Plateau are classified by the International Atomic Energy Agency
(IAEA) as "Saltwash type" sandstone hosted uranium deposits. They are
considered unique amongst the sandstone-hosted type of deposits in that they
are predominantly vanadium (V(2)O(5)) with accessory uranium (U(3)O(8)). They
occur as tabular bodies in reduced sequences of highly oxidised, feldspar-rich
sandstones that have substantial fossilised plant material. High-grade uranium
and vanadium occur together although vanadium has a much larger halo. Based on
production figures the vanadium exceeds uranium in ratios ranging from 3:1 to
10:1 with the ratio increasing southward; averaging 5:1 in the Wedding
Bell/Groundhog Project area.
Larger deposits are found in paleochannels (braided streams in the Jurassic
period) where accumulations of plant material led to more reduced conditions
being retained over time. The Salt Wash member consists of interbedded fluvial
sandstone and floodplain-type mudstone. The Salt Wash member is gently
folded into a shallow dome meaning it is often close to surface or exposed.
The sandstone beds form cliffs or rims with the mudstone units forming slopes.
The upper most sandstone contains the majority of the ore deposits.
Details of the projects may be found on the Thor website:
www.thormining.com/projects/us-uranium-and-vanadium
(http://www.thormining.com/projects/us-uranium-and-vanadium) .
Thor's initial exploration focus is on exploring and accessing the Wedding
Bell and Radium Mountain project, Colorado.
During the year Thor received full permitting to undertake a small maiden
drilling program at the Project. This drilling program commenced in late
September 2022.
High-grade assay results from due diligence work completed by Thor returned up
to 1.25% U(3)O(8) and 3.47% V(2)O(5), confirming uranium and vanadium
mineralisation within the Salt Wash member of the Morrison Formation (ASX:THR
10 September 2020). This is consistent with and typical of the historical
production in the Wedding Bell, Radium Mountain area of the Uravan mineral
belt (Figure 4).
Following this work, three priority areas within the Colorado claims were
highlighted for drill testing - Section 23, Rim Rock, and Ground Hog (Figure
4).
Section 23 (Figure 4) in the southeast corner of the Wedding Bell claims has
been identified by Thor Mining and World Industrial Minerals LLC (US
Consulting team) as the highest priority drill target in the Colorado
Uranium-Vanadium Project. This area represents the only large area in the
claim block with the "Salt Wash" Member precluded from historic prospecting,
drilling and mine production. Proposed drillholes for this area are designed
to target potential mineralisation in the third sandstone unit estimated to be
within 30-40m of surface, stratigraphically, beneath the mapped contact with
the overlying upper Brushy Basin Member of the Morrison Formation.
Drilling at Rim Rock and Groundhog Prospects is designed to test extensions to
high-grade uranium and vanadium mineralisation sampled within and around
historic workings (Photo 3). At the Groundhog prospect there are historic
workings within the Brushy Basin shales as well as the Salt Wash sandstone,
hence drilling will target both perspective horizons.
In conjunction, a geological evaluation of the Utah claims is underway (Figure
4).
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Photo 3: Historic workings at Rim Rock showing uranium and vanadium
mineralisation
COPPER PROJECTS - SOUTH AUSTRALIA
Thor holds direct and indirect interests in over 400,000 tonnes of Inferred
copper resources (Tables A, B, & C) in South Australia, via its 80%
farm-in interest in the Alford East copper project and its 30% interest in
EnviroCopper Ltd (Alford West and Kapunda Projects) (Figure 5). Each of
these projects are considered by Thor directors to have significant growth
potential, and each are being advanced towards development via low-cost,
environmentally friendly In Situ Recovery (ISR) techniques (Figure 6).
For further information on ISR please refer to Thor's website via this link
for an informative video: www.youtube.com/watch?v=eG_1ZGD0WIw
(http://www.youtube.com/watch?v=eG_1ZGD0WIw)
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Figure 5. Alford East, Alford West & Kapunda Location
Map Figure 6. Schematic of ISR process
ALFORD EAST COPPER-GOLD PROJECT - SOUTH AUSTRALIA
The Alford East Copper-Gold Project is located on EL6529, where Thor is
earning up to an 80% interest from unlisted Australian explorer Spencer Metals
Pty Ltd, covering portions of EL6255 and EL6529 (THR:ASX 23 November 2020).
The Project covers the northern extension of the Alford Copper Belt, located
on the Yorke Peninsula, SA (Figure 5). The Alford Copper Belt is a semi
coherent zone of copper-gold oxide mineralisation, within a structurally
controlled, north-south corridor consisting of deeply kaolinised and oxidised
troughs within metamorphic units on the edge of the Tickera Granite, Gawler
Craton, SA.
Utilising historic drill hole information, Thor completed an inferred Mineral
Resource Estimate (MRE), with summaries in Table A (THR:ASX 27 January 2021),
consisting of:
§ 125.6Mt @ 0.14% Cu containing 177,000t of contained copper
§ 71,500oz of contained gold
Diamond Drilling Program
Nine diamond drillholes totalling 878m were completed as part of Thor's
initial diamond drilling program. This initial program for Thor, focussed only
on the northern portion of the Alford East copper-gold deposit around the AE-5
mineralised domain (Figure 7), with drilling targeting areas open at depth and
along strike, whilst validating interpreted controlling mineralised
structures. AE-5 domain is only one of eight mineralised domains (Figure 7).
Drillhole assay results with significant copper and gold intercepts include
(THR:ASX Announcement 31 August 2021):
§ 21AED001: 108.2m @ 0.17% Cu and 0.1g/t Au from 6.2m, including
32.9m @ 0.4% Cu and 0.31g/t Au from 81.5 m, and
§ 21AED002: 59.9m @ 0.31% Cu from 21.9m
§ 21AED004 55.9m @ 0.53% Cu from 7m, including
11.7m @ 1.0%Cu from 17.3m including
5.7m @ 1.23% and 0.16g/t Au from 17.3
§ 21AED005 72.7m @ 1.0% Cu and 0.19g/t Au from 6.3m, including
18.2m @ 2.0% Cu and 0.34g/t Au from 15.8m
Note for ISR, Thor is targeting broad copper-gold oxide intervals above the
MRE cut-off grade of 0.05% copper.
For ISR purposes, drilling was limited to the deeply weathered lithological
profile, testing the extent of the oxide zone and the depth boundary of the
Top of Fresh Rock (TOFR). The copper-gold oxide mineralisation is hosted
within deeply kaolinised (clay) and metasomatic altered units on the contact
between the Olympic Domain Wallaroo Group metasediments and the Hiltaba Suite,
Tickera Granite. Copper oxide mineralogy is dominated by malachite and
chalcocite.
Drillholes 21AED001, 21AED003 and 21AED005 (Section A-A' 6,256,360mN), were
drilled through the central portion of AE-5 MRE Domain (Figure 8), designed to
validate the geological model and test areas, open at depth. The high-grade
copper and gold intercepts in both 21AED001 and 21AED005 are, significantly
above the MRE cut-off and open up the potential for oxide mineralisation at
depth. Drillhole 21AED005 highlights the significant grade uplift along the
interpreted north-south controlling structure. Copper (predominately
malachite) and gold mineralisation in 21AED005 is hosted within residual
friable clays.
The continuation of the visual copper mineralisation 100m north of the MRE
AE-5 domain envelope, (21AED002, 21AED006 and 21AED007), confirms oxide copper
mineralisation remains opens along strike and the potentially links AE-5 to
the AE-8 domain (Figure 7).
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Figure 7: MRE Mineralisation Domains (left); Domain AE-5 showing drillhole
collars (right)
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Figure 8: Cross section showing 21AED001, 21AED003 and 21AED05
A new robust 3D geological model was generated from recent diamond drilling
combined with all available regional geology, structural and geophysics
(magnetics and gravity) data (Figure 9).
Key geological outcomes:
§ The best oxide mineralisation seems to occur where a fault has facilitated
a more deeply weathered profile
§ Some faults appear to have had minor vertical offset on them
post-development of the weathering profile (for example, the north-east
trending Netherleigh Park Fault, central to the project area).
§ Mineralisation shows a preference to metasediments.
§ A Sulphidic-Magnetic-Shale (SMS)stratigraphic-alteration unit appears as a
marker unit in the regional and more local magnetics images, as well as in the
regional 3D magnetics and gravity inversions.
§ The SMS unit was modelled using the information above, showing an overall
synformal shape with AE3 sitting in the core or trough of overlying
metasediments formed by the synform.
§ Most supergene mineralisation appears to occur in the hanging wall of the
SMS, whilst the weathered primary mineralisation (such as in the deeper
sections of AE8 and AE5) appears to be associated with major faults, such as
the central Netherleigh Park Fault.
http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/3482B_1-2022-9-30.pdf)
Figure 9: 3D Geological Model
Hydrogeology
Pump testing for initial hydrogeological baseline work forming part of the
'proof of concept' for ISR, including water characteristics, porosity, and
permeability testing was completed in late 2021, with results confirming
positive water parameters and permeability for potential ISR at Alford East
Project (THR:ASX 18 October 2021).
Key Findings:
§ The copper-gold mineralisation at the test site is saturated below the
water table. The water table elevation is approximately 38m Australian
Height Datum (AHD). At the test site this equates to a depth to water of 12m
below ground surface. For ISR, the mineralised zone needs to be saturated for
lixiviant fluids to flow through.
§ Groundwater salinity within 20km of site reports in the range of 15,000
-55,000 milligrams per Litre total dissolved solids (mg/L TDS), with onsite
investigation reporting 19,000mg/L. This is classified as saline and precludes
agricultural or potable use. The beneficial use category of this high salinity
water as defined in the South Australian Environmental Agency (EPA)water
quality policy (2015) and the Australian and New Zealand Guidelines for Fresh
and Marine Water Quality ANZECC Guidelines (2020) for industrial use only, not
suitable for irrigation or livestock.
§ Ground water is alkaline with pH -8.1, this is ideal for the trial
lixiviant, glycine. Glycine is a naturally occurring amino acid, and an
environmentally friendly reagent in an alkaline carrier.
§ Groundwater is found within the weathered zone (saprolite)of the basement
rock, rather than in discrete fractures.
§ The rock hosting the copper and gold mineralisation is moderately
permeable.
§ Short term test pumping calculated an aquifer transmissivity (T) of 2 to 3
m2/day. The resultant concomitant bulk hydraulic conductivity is
approximately 0.14 m/day. In an ISR setting, wells with 18m long screens can
be expected to yield around 0.5L/s. This assumes transmissivity values
consistent with results from recent test pumping. This is very positive for
ISR production.
Hydrometallurgy
Thor's objective is to identify an in-situ recovery pathway ideally for both
the copper and gold mineralisation at the Alford East Project that is socially
and environmentally friendly rather than using conventional acid in-situ
recovery (ISR). This has led to Thor engaging Mining Processing Solutions
(MPS) trialling their alkaline Glycine Leaching Technology (GLT), branded as
their GlyCat(TM) and GlyLeach(TM) processes, that have the capability to
selectively leach base and precious metals using glycine as the principal,
eco-friendly, reagent. A preliminary 'Discovery' metallurgical test program
has been carried out to determine the amenability of the Alford East
mineralisation to metal recovery using GLT. The test work has involved two
rounds of Diagnostic Leach Tests (DLTs), and one round of Bottle Roll Tests
(BRTs) on the two samples from 21AED001. Ground water collected from Alford
East was used in the laboratory test work to ensure water characteristic
especially pH was tailored to Project conditions.
Initial Findings:
· Based on copper sequential analysis (identifies leachable
copper mineralogy) -15% of the copper from the upper zone and up to 50% from
the lower zone should be theoretically leachable with GLT.
· Based on the gold diagnostic leach assays, extraction from
the lower zone of up to 73.4% should be theoretically leachable with GLT.
Upper zone had negligible gold.
§ Diagnostic Leach test-designed to be initial comparison tests to
ascertain the response to a range of conditions including a baseline
cyanidation test.
§ Bottle Roll tests (6):
§ The composite sample performed very well with GLT, extracting 98.1% of
the gold and over 40% of the copper.
§ Lower zone using GLT extracting 78.3% of the gold and 33.5% of the
copper, whilst the Lower zone using cyanide extracted 64.1% Au and 48.2% of
the copper.
§ The alkaline Glycine Leaching Technology (GLT)has slower leaching
dynamics, than cyanidation, so if given more time higher extractions would be
expected
This work was co-funded by the SA Government Accelerated Discovery Grant (ADI)
of A$300,000.
From the work completed to date Thor believes Alford East Project to be
amenable to ISR with further assessment work planned including resource
drilling, pump testing and hydrometallurgical work to increase copper
recovery.
In conjunction with the technical assessment, Thor will continue ongoing
stakeholder and community engagement, and regulatory activities.
ENVIROCOPPER COPPER PROJECTS - SOUTH AUSTRALIA
Thor holds a 30% equity interest in private Australian company, EnviroCopper
Limited ("ECL"). In turn, ECL has entered into an agreement to earn, in two
stages, up to 75% of the rights over metals which may be recovered via ISR
contained in the Kapunda deposit from Australian listed company, Terramin
Australia Limited ("Terramin" ASX: "TZN"), and rights to 75% of the Alford
West copper project comprising the northern portion of exploration licence
EL5984, held by Andromeda Metals Limited (ASX:ADN).
Information about EnviroCopper Limited and its projects can be found on the
EnviroCopper website:
www.envirocopper.com.au (http://www.envirocopper.com.au/)
ALFORD WEST
Based on substantial historic drilling, a Mineral Resource Estimate (MRE) was
completed in 2019 (ASX: THR 15 August 2019) on several of the deposits at
Alford West, totalling 66.1 million tonnes (MT) grading 0.17% copper (Cu),
containing 114,000 tonnes of contained copper, using a cut-off grade of 0.05%
Cu (Table B).
KAPUNDA
The Kapunda ISR Copper-Gold Project is located approximately 90 kilometres
north north-east of Adelaide in South Australia (Figure 5). Terramin and ECR
have estimated a combined Resource of 47.4 million tonnes at 0.25% copper
containing 119,000 tonnes of copper using a 0.05% copper cut off, summaries in
Table C. This Resource estimate is only in respect of that part of the Kapunda
mineralisation that is considered amendable to ISR (copper oxides and
secondary copper sulphides) and only reports mineralisation that is within 100
metres of the surface (ASX:TZN Announcement 12 February 2018).
Test work to date has demonstrated that both copper and gold are recoverable,
using a range of lixiviants, from historical drill samples, and that the
ground conditions will allow the flow of fluids necessary for ISR production.
In December 2021 ECL completed the installation of test well arrays and
commenced in-situ recovery trials ("ISR"), including tracer and push pull test
work (Photo 4). These tests are the final hydrometallurgical assessments
before ECL commences Site Environmental Lixiviant Trials (SELT).
The purpose of push pull tests or lixiviant trials, is to assess the
solubility of copper mineralisation, and therefore copper recovery, using a
specially designed solution called a lixiviant under in-situ conditions. The
trial is to be undertaken in two stages. The first stage involves injecting
and extracting a tracer solution (Sodium Bromide - NaBr) from the same well to
demonstrate hydraulic connectivity between the observation and environmental
monitor well network. This is followed by injecting and extracting lixiviant
from the same well to test copper solubility from the mineralisation.
Key outcomes anticipated from lixiviant trials:
1. Hydraulic connectivity between wells
2. Copper solubility and recovery
3. Establish lixiviant and time parameters for design of the
Site Environmental Lixiviant Trials (SELT).
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Photo 4: Push-Pull Tracer Trials Underway at Kapunda
In August 2022, after the reporting period OZ Minerals Limited (ASX:OZL)
("OZL") entered into an agreement to fund technical investigations into
In-Situ Recovery technology at the Kapunda copper-gold ISR Project (ASX:THR
Announcement 9 September 2022).
OZL's Think & Act Differently innovation team, through OZ Exploration Pty
Ltd, a subsidiary of OZL, has committed AUD $2.5 million over 18 months into
investigating the potential economic extraction of copper via ISR at the
Kapunda Project (the "Research Agreement"). This funding expands on previous
work by ECL in cooperation with CSIRO and University of Adelaide under a CRC-P
grant (Commonwealth Research Centre Project). Any resulting IP from the
Research Agreement will be owned by ECL, and a license will be granted to OZL
which will be worldwide, perpetual, assignable, irrevocable and royalty free.
Funding is non-dilutive to Thor's 30% interest in ECL.
MOLYHIL TUNGSTEN PROJECT - NORTHERN TERRITORY
The 100% owned Molyhil tungsten-molybdenum-copper project is located 220 km
north-east of Alice Springs (320km by road) within the prospective
polymetallic province of the Proterozoic Eastern Arunta Block in the Northern
Territory (Figure 10).
Thor Mining PLC acquired this project in 2004 as an advanced exploration
opportunity. Since then, the project has been taken to the level where it is
substantially permitted for development and, by global standards, is
recognised as one of the higher grade open-pittable tungsten projects, with
low capital and operating costs per unit of tungsten production. The
construction period for the Molyhil development is estimated at 12 months from
the time finance is secured, and discussions with various parties in order to
secure finance for this purpose are proceeding. Thor is also seeking a
potential Joint Venture to assist with moving the Project to development
phase.
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Figure 10: Location Map
The deposit consists of two adjacent outcropping iron-rich skarn bodies, the
northern 'Yacht Club' lode and the 'Southern' lode. Both lodes are marginal to
a granite intrusion; both lodes contain scheelite (CaWO(4)) and molybdenite
(MoS(2)) mineralisation. Both the outlines of the lodes and the banding within
the lodes strike approximately north and dip steeply to the east.
A revised Mineral Resource Estimate (MRE) was completed in 2021 comprising
Measured, Indicated, and Inferred Mineral Resources, totalling 4.4 million
tonnes at 0.27% WO(3) (Tungsten trioxide), 0.10% Mo (Molybdenum), and 0.05% Cu
(Copper) using a 0.07% WO(3) cut-off (Table D). The estimation of WO(3) and
Mo using Mixed Support Kriging was undertaken by Golder Associates ("Golder"),
with the estimation of Fe and Cu by Ordinary Kriging was undertaken by
Resource Evaluation Services ("RES")
In conjunction with the Mineral Resource Estimate, 3D geological modelling
identified two prominent structures - Yacht Club fault and South Offset fault
(Figure 11 left). Based on the geological timing of these faults they may
have a significant impact on mineralisation, hence creating targets for
potential extensions.
Modelling of the 3D magnetics and the position of the modelled South Offset
Fault strongly implies an offset of the magnetic material (magnetite skarn)
host to the tungsten-molybdenum mineralisation, identifying a strong magnetic
anomaly, south of the fault. Although there are a few drillholes to the
south of the South Offset Fault, these have not intersected the magnetic body
(Figure 11 right).
Three diamond drillholes (21MHDD001, 21MHDD002, 21MHDD003) totalling 995.4m,
completed in late 2021, have successfully tested and confirmed the newly
identified 3D magnetic target located along strike to the south of the Molyhil
Critical Minerals Project. This magnetic target represents a massive magnetite
skarn hosting disseminated tungsten-molybdenum-copper mineralisation.
Both 21MHDD002 and 21MHDD003 intercepted disseminated mineralisation,
consisting of low grade scheelite, molybdenite and chalcopyrite within massive
magnetite skarn. Drillhole 21MHDD002 intercepted 46m of disseminated
mineralisation (Photo 5), whilst 21MHDD003 intercepted two zones of
disseminated mineralisation over 29m of magnetite skarn. It appears 21MHDD001
intersected the edges of the magnetite skarn drilling over the top into a
granite, with negligible mineralisation.
21MHDD002:
§ 46m @ 0.06% WO(3), 0.05% Mo & 0.04% Cu from 249m, including 11m @
0.05% WO(3), 0.13% Mo & 0.06 % Cu from 272m
21MHDD003:
§ 4m @ 0.13% WO(3), 0.08% Mo & 0.06% Cu from 255m
Thor Mining was awarded A$110,000 from the Northern Territory Government as
part of the Resourcing the Territory, Geophysics and Drilling Collaborations
(GDC) program to co-fund the drilling program.
A full background on the project is available on the Thor Mining website:
www.thormining.com/projects (http://www.thormining.com/projects) .
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Figure 11 (Left): Plan view, looking down at the conceptual pit shell (brown),
with the 0.3% WO(3) isosurface in blue, 0.15% Mo isosurface in silver, and
modelled 3D magnetics in transparent red. The yellow dashed line shows the
location of the long section (right). Interpreted mineralisation model shown
in yellow. 21MHDD001, 21MHDD002 and 21MHDD003 hole traces.
Figure 11 (Right): Long section of the Molyhil project looking west-northwest,
showing the three holes drilled in 2021 (21MHDD001, 21MHDD002 21MHDD003).
Drilled holes 21MHDD002 and 21MHDD003 intercepted tungsten-molybdenum-copper
mineralisation within magnetite skarn, whilst 21MHDD001 is interpreted to have
drilled just over the top of the mineralised zone. Bar graph to the left of
the drillholes shows Fe in magnetic susceptibility readings, indicating
magnetite-rich skarn. Mineralisation remains open at depth. The conceptual
pit shell is shown in brown, 0.3% WO(3) isosurface in blue, 0.15% Mo
isosurface in silver, and modelled 3D magnetics in red (0.175 SI), and as a
transparent red envelope (0.15 SI) and a conceptual shape representing the
down-plunge mineralised zone in yellow.
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Photo 5: 21MHDD02- 282-283m (282.4m) - 1m @ 0.02% WO(3), 0.23% Mo & 0.07%
Cu - coarse grained visible molybdenite in magnetite skarn
BONYA (TUNGSTEN, COPPER, VANADIUM) - NORTHERN TERRITORY
Adjacent to Molyhil, the Bonya tenements, in which Thor holds a 40% interest,
host outcropping tungsten/copper resources, a copper resource and a vanadium
deposit (Figure 12).
In March 2020 quarter, the Joint Venture reported a maiden resource estimate
for the White Violet and Samarkand deposits (Table E and F).
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Figure 12: Map showing Bonya prospects in proximity to Molyhil
Details of the projects may be found on the Thor website via this link:
www.thormining.com/projects/us-uranium-and-vanadium
(http://www.thormining.com/projects/us-uranium-and-vanadium)
PILOT MOUNTAIN TUNGSTEN PROJECT - NEVADA, USA
In September 2021, Thor entered into an Option Agreement with Power Metal
Resources Plc to divest the 100% owned Pilot Mountain Project, located in
Nevada, USA. The sale agreed value of US$1.8 million.
A full background on the project and recent sale agreement is available on the
Thor Mining website: www.thormining.com/projects
(http://www.thormining.com/projects)
SPRING HILL GOLD PROJECT - NORTHERN TERRITORY
In September 2020, the Company announced the A$1.0million sale of its royalty
entitlement from the Spring Hill gold project in the Northern Territory. The
sale agreement provides for receipt of A$400,000 on completion (received),
followed by two production milestone payments of A$300,000 each.
Competent Person's Report
The information in this report that relates to Exploration Results and the
Estimation and Reporting of Mineral Resource Estimation is based on
information compiled by Nicole Galloway Warland, who holds a BSc Applied
geology (HONS) and who is a Member of The Australian Institute of
Geoscientists. Ms Galloway Warland is an employee of Thor Mining PLC. She has
sufficient experience which is relevant to the style of mineralisation and
type of deposit under consideration and to the activity which she is
undertaking to qualify as a Competent Person as defined in the 2012 Edition of
the 'Australasian Code for Reporting of Exploration Results, Mineral Resources
and Ore Reserves'. Nicole Galloway Warland consents to the inclusion in the
report of the matters based on her information in the form and context in
which it appears.
JORC (2012) Compliant Mineral Resources and Reserves
Table A: Alford East Mineral Resource Estimate (Reported 22 January 2021)
Domain Tonnes (Mt) Cu % Au g/t Contained Cu (t) Contained Au (oz)
AE_1 24.6 0.12 0.021 30,000 16,000
AE_2 6.8 0.13 0.004 9,000 1,000
AE_3 34.9 0.09 0.022 33,000 25,000
AE_4 8.0 0.11 0.016 8,000 4,000
AE_5 11.0 0.22 0.030 24,000 11,000
AE-8 31.3 0.19 0.008 61,000 8,000
AE-7 7.7 0.14 0.025 10,000 6,000
AE-6 1.3 0.13 0.011 2,000 500
Total 125.6 0.14 0.018 177,000 71,500
Notes:
· Thor is earning up to 80% interest in oxide material from
Spencer Metals
· MRE reported on oxide material only, at a cut-off grade of
0.05% copper which is consistent with the assumed In Situ Recovery technique.
· Minor rounding errors may occur in compiled totals.
· The Company is not aware of any information or data which would
materially affect this previously announced resource estimate, and all
assumptions and technical parameters relevant to the estimate remain
unchanged.
Table B: Alford West Copper Mineral Resource Estimate (Reported 15 August
2019)
Resource Classification COG (Cu %) Deposit Volume (Mm3) Tonnes (Mt) Cu (%) Cu metal (tonnes) Au (g/t) Au (Oz)
Inferred 0.05 Wombat 20.91 46.5 0.17 80,000
Bruce 5.51 11.8 0.19 22,000
Larwood 3.48 7.8 0.15 12,000 0.04 10,000
Total 29.9 66.1 0.17 114,000
Notes:
· EnviroCopper are earning a 75% interest in this resource, and
Thor hold 30% equity in EnviroCopper.
· Figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
· Cut-off grade used of 0.05% Cu.
· The Company is not aware of any information or data which would
materially affect this previously announced resource estimate, and all
assumptions and technical parameters relevant to the estimate remain
unchanged.
Table C: Kapunda Resource Summary 2018 (Reported 12 February 2018)
Resource Copper
Mineralisation Classification MT Grade % Contained Cu (t)
Copper Oxide Inferred 30.3 0.24 73,000
Secondary copper sulphide Inferred 17.1 0.27 46,000
Total 47.4 0.25 119,000
Notes:
· EnviroCopper are earning a 75% interest in this resource, and
Thor hold 30% equity in EnviroCopper.
· All figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
· Cut-off of 0.05% Cu.
· The Company is not aware of any information or data which would
materially affect this previously announced resource estimate, and all
assumptions and technical parameters relevant to the estimate remain
unchanged.
Table D: Molyhil Mineral Resource Estimate (Reported March 31, 2021)
Classification '000 WO(3) Mo Cu Fe
Tonnes
Grade % Tonnes Grade % Tonnes Grade % Tonnes Grade %
Measured 464 0.28 1,300 0.13 600 0.06 280 19.12
Indicated 2,932 0.27 7,920 0.09 2,630 0.05 1,470 18.48
Inferred 990 0.26 2,580 0.12 1,170 0.03 300 14.93
Total 4,386 0.27 11,800 0.10 4,400 0.05 2,190 17.75
Notes:
· Figures are rounded to reflect appropriate level of
confidence. Apparent differences may occur due to rounding.
· Cut-off of 0.07% WO(3).
· 100% owned by Thor Mining Plc.
· To satisfy the criteria of reasonable prospects for eventual
economic extraction, the Mineral Resources have been reported down to 200 m RL
which defines material that could be potentially extracted using open pit
mining methods.
Table E: Bonya Tungsten Mineral Resources (announced 29 January 2020)
Oxidation Tonnes WO(3) Cu
% Tonnes % Tonnes
White Violet Inferred Oxide 25,000 0.41 90 0.16 40
Fresh 470,000 0.21 980 0.06 260
Sub Total 495,000 0.22 1,070 0.06 300
Samarkand Inferred Oxide 25,000 0.11 30 0.07 20
Fresh 220,000 0.20 430 0.13 290
Sub Total 245,000 0.19 460 0.13 310
Combined Inferred Oxide 50,000 0.26 120 0.14 60
Fresh 690,000 0.21 1,410 0.08 550
Total 740,000 0.21 1,530 0.09 610
Notes:
· 0.05% WO3 cut-off grade.
· Totals may differ from the addition of columns due to rounding.
· Thor Mining PLC holds 40% equity interest in this project.
· The Company is not aware of any information or data which would
materially affect this previously announced resource estimate, and all
assumptions and technical parameters relevant to the estimate remain
unchanged.
Table F: Bonya Copper Mineral Resources (announced 26 November 2018)
Oxidation Tonnes Cu
% Tonnes
Inferred Oxide 25,000 1.0 200
Fresh 210,000 2.0 4,400
Total 230,000 2.0 4,600
Notes:
· 0.2% Cu cut-off grade.
· Totals may differ from the addition of columns due to rounding.
· Thor Mining PLC holds 40% equity interest in this project
· The Company is not aware of any information or data which would
materially affect this previously announced resource estimate, and all
assumptions and technical parameters relevant to the estimate remain
unchanged.
Principal risks and uncertainties
The management of the business and the execution of the Group's strategy are
subject to a number of risks. The key business risks affecting the Group are
set out below.
Risks are formally reviewed by the Board, and appropriate processes are put in
place to monitor and mitigate them. If more than one event occurs, it is
possible that the overall effect of such events would compound the possible
adverse effects on the Group.
Exploration risks
The exploration and mining business is controlled by a number of global
factors, principally supply and demand which in turn is a key driver of global
mineral prices; these factors are beyond the control of the Group. Exploration
is a high-risk business and there can be no guarantee that any mineralisation
discovered will result in proven and probable reserves or go on to be an
operating mine. At every stage of the exploration process the projects are
rigorously reviewed to determine if the results justify the next stage of
exploration expenditure ensuring that funds are only applied to high priority
targets.
The principal assets of the Group comprising the mineral exploration licences
are subject to certain financial and legal commitments. If these commitments
are not fulfilled the licences could be revoked. They are also subject to
legislation defined by the Government; if this legislation is changed it could
adversely affect the value of the Group's assets.
Dependence on key personnel
The Group and Company is dependent upon its executive management team and
various technical consultants. Whilst it has entered into contractual
agreements with the aim of securing the services of these personnel, the
retention of their services cannot be guaranteed. The development and success
of the Group depends on its ability to recruit and retain high quality and
experienced staff. The loss of the service of key personnel or the inability
to attract additional qualified personnel as the Group grows could have an
adverse effect on future business and financial conditions.
Uninsured risk
The Group, as a participant in exploration and development programmes, may
become subject to liability for hazards that cannot be insured against or
third party claims that exceed the insurance cover. The Group may also be
disrupted by a variety of risks and hazards that are beyond control, including
geological, geotechnical and seismic factors, environmental hazards,
industrial accidents, occupational and health hazards and weather conditions
or other acts of God.
Funding risk
The only sources of funding currently available to the Group are through the
issue of additional equity capital in the parent company or through bringing
in partners to fund exploration and development costs. The Company's ability
to raise further funds will depend on the success of the Group's exploration
activities and its investment strategy. The Company may not be successful in
procuring funds on terms which are attractive and, if such funding is
unavailable, the Group may be required to reduce the scope of its exploration
activities or relinquish some of the exploration licences held for which it
may incur fines or penalties.
Financial risks
The Group's operations expose it to a variety of financial risks that can
include market risk (including foreign currency, price and interest rate
risk), credit risk, and liquidity risk. The Group has a risk management
programme in place that seeks to limit the adverse effects on the financial
performance of the Group by monitoring levels of debt finance and the related
finance costs. The Group does not use derivative financial instruments to
manage interest rate costs and, as such, no hedge accounting is applied.
COVID-19
The COVID-19 virus continues to disrupt supply chains and services. The extent
of the effect of the virus, including its long-term impact, remains uncertain.
The Group has implemented procedures and contingency arrangements to ensure
that they are able to continue to operate.
Section 172(1) Statement - Promotion of the Company for the benefit of the
members as a whole
The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members as a whole, as required
by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
· Consider the likely consequences of any decision in the long term
· Act fairly between the members of the Company
· Maintain a reputation for high standards of business conduct
· Consider the interests of the Company's employees
· Foster the Company's relationships with suppliers, customers and
others
· Consider the impact of the Company's operations on the community
and the environment
The Company continues to progress with its portfolio of exploration projects
and investments, which are inherently speculative in nature and, without
regular income, is dependent upon fund-raising for its continued operation.
The pre-revenue nature of the business is important to the understanding of
the Company by its members, employees and suppliers, and the Directors are as
transparent about the cash position and funding requirements as is allowed
under AIM Rules for Companies.
An example of how the Company implemented S172 can be demonstrated from the
impact of COVID19 on Thor's operations which have continued to cause some
disruption mainly in respect of the following:
• Ensuring the health and safety of our staff and
contractors;
• Logistical issues surrounding supporting field
operations; and
• Volatility of capital markets and Thor's ability to
secure equity capital.
These issues have all been directly addressed. In terms of health of our
staff we have standard practices in place to minimise the risk of COVID19
contraction or spread: working from home where appropriate, the use of face
masks in public in compliance with local requirements and ensuring the
availability of sanitiser and social distance in the office environment.
Travel to major population centres is minimised where possible and the company
retains a strict policy of staff staying at home if they feel unwell.
As a mining exploration Company with projects in Australia and United States
of America, the Board takes seriously its ethical responsibilities to the
communities and environment in which it works. Wherever possible, local
communities are engaged in the geological operations & support functions
required for field operations. The regions in which the Company operates have
native title laws. The Company is respectful of native title rights and
engages proactively with local communities. In addition, we are careful to
manage the environmental obligations of our work, and in particular undertake
site rehabilitation programmes, and prepare mine management plans, in
accordance with local laws and regulations. Our goal is to meet or exceed
standards, in order to ensure we maintain our social licence to operate from
the communities with which we interact.
We abide by the local, including relevant UK, Australian and US laws on
anti-corruption & bribery.
The interests of our employees are a primary consideration for the Board.
Personal development opportunities are supported and health and safety are
central to planning for field expeditions.
Other information
Other information that is usually found in the Strategic report has been
included in the Directors report.
Directors' Report
The Directors are pleased to present this year's annual report together with
the consolidated financial statements for the year ended 30 June 2022.
Review of Operations
The net result of operations for the year was a loss of £1,253,000 (2021
loss: £2,104,000).
A detailed review of the Group's activities is set out in the Review of
Operations & Strategic Report.
Directors and Officers
The names and details of the Directors and officers of the company during or
since the end of the financial year are:
Alastair Clayton - Non-Executive Chairman (Appointed 5 October 2021)
Alastair is a financier and geologist, has over 25 years' experience in the
mining and exploration industry, identifying, financing and developing
mineral, energy and materials processing projects in Australia, Europe and
Africa. He was previously a Director of ASX100-list Uranium Developer Extract
Resources where he represented major shareholder AIM-listed Kalahari Minerals
on the Board. He was part of the team responsible for the eventual A$2.2B sale
to CGNPC in 2012. He was also Chairman of ASX-listed Uranium Developer
Bannerman Resources Limited and was a founding Director of ASX-listed
Universal Coal which was sold to Terracom in 2021 for A$175m.
Currently Alastair is an Executive Director of ASX/AIM-listed Gold/Copper
explorer Artemis Resources Limited.
Nicole Galloway Warland - Managing Director
Ms Galloway Warland, who graduated from the University of Technology, Sydney
with a BSc (Hons) Applied Geology, has had a career spanning more than 25
years in the mining and exploration industry, working across a broad range of
jurisdictions and geological provinces in Australia, Eastern Europe and South
America.
Nicole's experience spans from grass roots exploration to project evaluation
to open cut & underground mining with a commodity focus of gold, copper,
nickel, uranium & lithium.
Mark McGeough BSc dual honours Geol/Geog, FAusIMM - Non-Executive Director
Mr McGeough is an experienced geologist who has spent nearly 40 years in
Australia exploring for gold, IOCG copper-gold, silver-lead-zinc and uranium.
He was involved in the discovery of the White Dam gold deposit in South
Australia and the Theseus uranium deposit in WA.
Mark's career includes a variety of small, mid-size and large mining companies
including Chinova Resources, Toro Energy, Xstrata Copper, Mount Isa Mines and
AGIP Australia. For Chinova Resources, Mark combined the role of General
Manager Exploration with technical director roles for subsidiary companies.
From 2005 to 2008 Mark was also the Manager of the SA Geological Survey,
promoting the PACE program.
Mark Potter - Former Non-Executive Director and Chairman (Resigned 30 June
2022)
Michael Robert Billing CPA, B Bus MAICD - Former Executive Chairman and CEO
(Retired as CEO 21 April 2021 and retired as Chairman 3 September 2021)
Ray Ridge - BA(Acc), CA, GIA(cert)
Chief Financial Officer / Joint Company Secretary
Mr Ridge is a chartered accountant with over 25 years accounting and
commercial management experience. Previous roles include Senior Audit
Manager with Arthur Andersen, Financial Controller and then Divisional CFO
with Elders Ltd, and General Manager Commercial & Operations at
engineering and construction company Parsons Brinckerhoff. Mr Ridge is
company secretary for two other ASX listed companies.
Stephen F Ronaldson - Joint Company Secretary (UK)
Mr Stephen Ronaldson is the joint company secretary as well as a partner of
the Company's UK solicitors, Druces LLP.
Mr Ronaldson has an MA from Oriel College Oxford and qualified as a solicitor
in 1981. During his career Mr Ronaldson has concentrated on company and
commercial fields of practice undertaking all issues relevant to those types
of businesses including capital raises, mergers and acquisitions, Financial
Services and Markets Act work, placings and admissions to AIM, AQUIS and
other regulated markets. Mr Ronaldson is currently company secretary for a
number of quoted companies including AIM listed companies.
Executive Director Service contracts
All Directors are appointed under the terms of a Directors letter of
appointment. Applicable from October 2020, each appointment provides for
annual fees of Australian dollars $50,000 for services as Directors inclusive
of the 10.0% as a company contribution to Australian statutory superannuation
scheme (10.50% from 1 July 2022). Prior to October 2020, annual Directors'
fees were $40,000 inclusive of the 9.5% to Australian statutory superannuation
scheme. The agreement allows that any services supplied by the Directors to
the Company and any of its subsidiaries in excess of two days in any calendar
month, may be invoiced to the Company at market rate, currently at A$1,000 per
day for each Director other than Mr Michael Billing who was paid A$1,200 per
day.
Principal activities and review of the business
The principal activities of the Group are the exploration for and potential
development of gold, copper, uranium, vanadium, tungsten and other mineral
deposits.
At the Company's 100% owned Ragged Range Project in the Pilbara region of
Western Australia, Thor completed RC drilling of 2,155m, followed by a further
3,120m in July 2022, at its sterling prospect. A high-powered fixed loop
electromagnetics ground geophysics was completed at the Krona prospect (Nickel
Gossan) and subsequent to 30 June 2022, Thor has undertaken a down hole
electromagnetic survey. Additionally, the Pilbara Craton remains highly
prospective for lithium-caesium-tantalum (LCT) enriched pegmatites, and the
Company is identifying several priority areas for mapping and sampling. A new
tenement (E46/1393) was acquired in the northeast.
Thor holds mineral claims in the US states of Colorado and Utah within the
Uranvan Mineral Belt, with historical high-grade uranium and vanadium
production results. Thor has successfully obtained permits for drilling at the
Colorado prospects - Rim Rock, Groundhog and Area 23, within the Wedding Bell
and Radium Mountain Projects. The initial drill program of 2,000m has
commenced in late September 2022.
At Alford East Copper-Gold Project in South Australia, Thor is earning an 80%
interest in copper gold oxide mineralisation considered amenable to extraction
via In Situ Recovery techniques (ISR). Alford East has an Inferred Mineral
Resource Estimate of 177,000 tonnes contained copper & 71,500 oz of
contained gold. Nine drill holes were completed totalling 878m, as part of
Thor's maiden drilling program, with assay results announced on 31 August
2021. In late 2021, pump testing for initial hydrogeological baseline work
was completed, forming part of the 'proof of concept' for ISR, with results
confirming positive water parameters and permeability for potential ISR at
Alford East Project. A preliminary metallurgical test program has also been
carried out to determine the amenability of the Alford East mineralisation to
metal recovery using environmentally friendly Glycine Leaching Technology.
Thor holds 30% of EnviroCopper Limited (ECL). ECL holds 1) an agreement to
earn, in two stages, up to 75% of the rights over metals which may be
recovered via in-situ recovery (ISR) contained in the Kapunda deposit, from
Australian listed company, Terramin Australia Limited (ASX: TZN) and 2) a
right to earn up to a 75% interest in the Moonta Copper Project, which
comprises the northern section of exploration licence EL5984 held by Andromeda
Metals Limited (ASX: ADN). In December 2021, ECL completed the installation
of test well arrays and commenced in-situ recovery trials ("ISR"), including
tracer and push pull test work. These tests are the final hydrometallurgical
assessments before ECL commences Site Environmental Lixiviant Trials.
Subsequently in August 2022, OZ Minerals Limited (ASX:OZL) ("OZL") entered
into an agreement to provide funding to ECL of $2.5 million over 18 months for
further technical investigations into In-Situ Recovery technology at the
Kapunda Project.
Thor holds 100% of the advanced Molyhil Tungsten-Molybdenum Project in the
Northern Territory of Australia, together with a 40% interest in deposits of
tungsten, copper, and vanadium, in two tenements adjacent to Molyhil. In late
2021, three diamond drillholes totalling 995.4m successfully tested and
confirmed the previously identified 3D magnetic target located along strike to
the south of the Molyhil Critical Minerals Project.
In September 2021, Thor completed the divestment of the Pilot Mountain
tungsten project in Nevada USA, (refer Note 7a of the Annual Financial
Report).
A detailed review of the Group's activities is set out in the Review of
Operations & Strategic Report.
Covid-19
The impact of COVID19 on Thor's operations has reduced with modest business
disruption mainly in respect of the following:
• Ensuring the health and safety of our staff and
contractors;
• Logistical issues surrounding supporting field
operations; and
• Volatility of capital markets and Thor's ability to
secure equity capital.
Business Review and future developments
A review of the current and future development of the Group's business is
provided in the Review of Operations & Strategic Report.
Results and dividends
The Group incurred a loss after taxation of £1,253,000 (2021 loss:
£2,104,000). No dividends have been paid or are proposed.
Key Performance Indicators
Given the nature of the business and that the Group is on an exploration and
development phase of operations, the Directors are of the opinion that
analysis using KPIs is not appropriate for an understanding of the
development, performance or position of our businesses at this time.
At this stage, management believe that the carrying value of exploration
assets and the management of cash is the main performance indicator which is
monitored closely to ensure the group has sufficient funds to advance its
exploration assets.
Events occurring after the reporting period
At the date these financial statements were approved, the Directors were not
aware of any other significant post balance sheet events other than those set
out in note 21 to the financial statements.
Substantial Shareholdings
At 17 September 2022, there were no disclosable interests in 3% or more of the
nominal value of the Company's shares.
Directors & Officers Shareholdings
The Directors and Officers who served during the period and their interests in
the share capital of the Company at 30 June 2022 or their date of resignation
if prior to 30 June 2022, were follows:
Ordinary Shares/CDIs Options
30 June 2022 30 June 2021 30 June 2022 30 June 2021
Alastair Clayton (appointed 5/10/2021) - - 8,000,000 -
Nicole Galloway Warland 250,000 250,000 16,000,000 4,000,000
Mark McGeough 1,861,765 1,861,765 8,000,000 -
Mark Potter (retired 30/06/2022) 2,910,831 2,910,831 16,000,000 8,000,000
53,156,490 53,156,490 9,250,000 9,250,000
Michael Billing (retired 3/09/2021)
Directors' Remuneration
The remuneration arrangements in place for directors and other key management
personnel of Thor Mining PLC, are outlined below.
The Company remunerates the Directors at a level commensurate with the size of
the Company and the experience of its Directors. The Board has reviewed the
Directors' remuneration and believes it upholds the objectives of the Company
with regard to this issue. Details of the Director emoluments and payments
made for professional services rendered are set out in Note 4 to the financial
statements.
The Australian based directors are paid on a nominal fee basis of A$50,000 per
annum applicable from October 2020 (A$40,000 prior to that date), and UK based
directors are paid the GBP equivalent of A$50,000 at an agreed average foreign
exchange rate (applicable from October 2020), with the exception of Ms Nicole
Galloway Warland who receive a salary in her respective executive role, no
further fees were payable Ms Galloway Warland as Executive Director.
Directors and Officers
Summary of amounts paid to Key Management Personnel
The following table discloses the compensation of the Directors and the key
management personnel of the Group during the year.
2022 Salary and Fees Shares issued Post Employment Super Total Fees for Services rendered Short-term employee benefits Options (6) Total Benefit
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Directors (1)
Alastair Clayton (2) 21 - - 21 21 52 73
Mark Potter (3) 29 - - 29 29 52 81
Nicole Galloway Warland (4) 127 - 13 140 140 79 219
Mark McGeough 25 - 2 27 27 52 79
Michael Billing (5) 19 - 1 20 20 - 20
Key Personnel (1)
Ray Ridge 46 - - 46 46 6 52
2022 Total 267 - 16 283 283 241 524
(1) As at 30 June 2022 amounts of £7,089, £7,089 and £5,257 remained unpaid
to Messrs Clayton, McGeough and Ridge respectively.
(2) Appointed 5 October 2021.
(3) Retired 30 June 2022.
(4) Short term benefits in the table above for Ms Galloway Warland include
normal salary of £120,010 and a bonus of £6,546, approved by the Board.
(5) Retired 3 September 2021.
(6) Following shareholder approval, 8,000,000 listed options were granted to
each of Messrs Clayton, Potter and McGeough and 12,000,000 to Ms Galloway
Warland on 22 November 2021 (exercise price $0.013, expiring 22 November
2025). These options were valued at £0.00656 per option using the
Black-Scholes method. On 17 May 2022, 2,400,000 unlisted options were granted
to Mr Ridge under the Company's Employee Share Option Plan (exercise price
$0.025, expiring 12 May 2025). These options were valued at £0.00630 per
option using the Black-Scholes method. 800,000 vest immediately and were
expensed. 800,000 vest 12 May 2023 and 800,000 vest 12 May 2024 - these
options are expensed over their vesting periods.
2021 Salary and Fees Shares issued (4) Post Employment Super Total Fees for Services rendered Short-term employee benefits Options (5) Total Benefit
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Directors (1)
Mark Potter 24 12 - 36 36 14 50
Nicole Galloway Warland (3) 82 - 8 90 90 20 110
Mark McGeough 17 6 2 25 25 - 25
Michael Billing 119 6 2 127 127 14 141
Richard Bradey (2) 79 - 3 82 82 14 96
Key Personnel (1)
Ray Ridge 50 - - 50 50 13 63
2021 Total 371 24 15 410 410 75 485
(1) As at 30 June 2021 amounts of £94,328, £6786, £6786 and £7,203,
remained unpaid to Messrs Billing, Potter, McGeough and Ridge respectively.
(2) Retired 29 October 2020.
(3) Appointed as Exploration Manager on 1 October 2020 and appointed Managing
Director 21 April 2021. Remuneration in the above table for Ms Galloway
Warland includes the period as Exploration Manager and Managing Director, as
both are considered KMP roles.
(4) Messrs Billing and McGeough elected to receive 50% of their gross
directors' fees for the 6 months to 31 December 2020 by Thor shares in lieu of
cash payment. Mr Potter elected to receive 100% of his directors' fees for the
6 months to 31 December 2020 by Thor shares in lieu of cash payment.
Following shareholder approval on 25 November 2020, 661,765 ordinary shares
were issued on 27 November 2020, to each of Messrs Billing and McGeough in
lieu of $11,250 in directors fees owing to each and 1,323,529 ordinary shares
were issued to Potter in lieu of $22,500 in directors fees owing.
(5) Following shareholder approval, 8,000,000 unlisted Options were granted to
each of Messrs Potter, Billing and Bradey on 8 July 2020 (exercise price
$0.0095, expiring 8 July 2023). These options were valued at £0.00172 per
option using the Black-Scholes method. Unlisted options were granted under
the Company's Employee Share Option Plan on 29 September 2020 to Ms Galloway
Warland (4,000,000 options) and Mr Ridge (2,500,000 options). These options
were valued at £0.00509 per option using the Black-Scholes method.
Directors Meetings
The Directors hold meetings on a regular basis and on an as required basis to
deal with items of business from time to time. Meetings held and attended by
each Director during the year of review were:
2022 Meetings held whilst in Office Meetings attended
Alastair Clayton (appointed 5 October 2021) 6 6
Nicole Galloway Warland 11 11
Mark McGeough 11 11
Mark Potter (resigned 30 June 2022) 11 11
Michael Billing (retired 3 September 2021) 3 3
Corporate Governance
The Board have chosen to apply the ASX Corporate Governance Principles and
Recommendations (ASX Corporate Governance Council, 4(th) Edition) as the
Company's chosen corporate governance code for the purposes of AIM Rule 26.
Consistent with ASX listing rule 4.10.3 and AIM rule 26, this document details
the extent to which the Company has followed the recommendations set by the
ASX Corporate Governance Council during the reporting period. A separate
disclosure is made where the Company has not followed a specific
recommendation, together with the reasons and any alternative governance
practice, as applicable. This information is reviewed annually.
The Company does not have a formal nomination committee, however it does
formally consider board succession issues and whether the board has the
appropriate balance of skills, knowledge, experience, and diversity. This
evaluation is undertaken collectively by the Board, as part of the annual
review of its own performance.
Whilst a separate Remuneration Committee has not been formed, the Company
undertakes alternative procedures to ensure a transparent process for setting
remuneration for Directors and Senior staff, that is appropriate in the
context of the current size and nature of the Company's operations. The full
Board fulfils the functions of a Remuneration Committee, and considers and
agrees remuneration and conditions as follows:
· All Director Remuneration is set against the market rate for
Independent Directors for ASX listed companies of a similar size and nature.
· The financial package for the Managing Director is established by
reference to packages prevailing in the employment market for executives of
equivalent status both in terms of level of responsibility of the position and
their achievement of recognised job qualifications and skills.
The Company does not have a separate Audit Committee, however the Company
undertakes alternative procedures to verify and safeguard the integrity of the
Company's corporate reporting, that are appropriate in the context of the
current size and nature of the Company's operations, including:
· the full Board, in conjunction with the Australian Company
Secretary, fulfils the functions of an Audit Committee and is responsible for
ensuring that the financial performance of the Group is properly monitored and
reported.
· in this regard, the Board is guided by a formal Audit Committee
Charter which is available on the Company's website at
http://www.thormining.com/aboutus#governance. The Charter includes
consideration of the appointment and removal of external auditors, and partner
rotation.
Further information on the Company's corporate governance policies is
available on the Company's website www.thormining.com
(http://www.thormining.com) .
Environmental Responsibility
The Company is aware of the potential impact that its subsidiary companies may
have on the environment. The Company ensures that it and its subsidiaries at a
minimum comply with the local regulatory requirements with regard to the
environment.
Employment Policies
The Group will be committed to promoting policies which ensure that high
calibre employees are attracted, retained and motivated, to ensure the ongoing
success for the business. Employees and those who seek to work within the
Group are treated equally regardless of gender, age, marital status, creed,
colour, race or ethnic origin.
Health and Safety
The Group's aim will be to achieve and maintain a high standard of workplace
safety. In order to achieve this objective, the Group will provide training
and support to employees and set demanding standards for workplace safety.
Payment to Suppliers
The Group's policy is to agree terms and conditions with suppliers in advance;
payment is then made in accordance with the agreement provided the supplier
has met the terms and conditions. Under normal operating conditions, suppliers
are paid within 60 days of receipt of invoice.
Political Contributions and Charitable Donations
During the period the Group did not make any political contributions or
charitable donations.
Annual General Meeting ("AGM")
This report and financial statements will be presented to shareholders for
their approval at the AGM. The Notice of the AGM will be distributed to
shareholders together with the Annual Report.
Auditors
A resolution to reappoint PKF Littlejohn LLP will be considered at the
Company's next Annual General Meeting expected to be held mid to late November
2022.
Statement of disclosure of information to auditors
As at the date of this report the serving Directors confirm that:
· So far as each Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
· they have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit information
and to establish that the Company's auditor is aware of that information.
Going Concern
The Directors note the losses that the Group has made for the Year Ended 30
June 2022. The Directors have prepared cash flow forecasts for the period
ending 30 September 2023 which take account of the current cost and
operational structure of the Group.
The cost structure of the Group comprises a high proportion of discretionary
spend and therefore in the event that cash flows become constrained, some
costs can be reduced to enable the Group to operate with a lower level of
available funding. As a junior exploration company, the Directors are aware
that the Company must go to the marketplace to raise cash to meet its
exploration and development plans, and/or consider liquidation of its
investments and/or assets as is deemed appropriate.
These forecasts demonstrate that the Group has sufficient cash funds available
to allow it to continue in business for a period of at least twelve months
from the date of approval of these financial statements on the basis of
continued ability to raise capital in the marketplace. 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. Accordingly, the
financial statements have been prepared on a going concern basis. Further
consideration of the Group's Going Concern status is detailed in Note 1 to the
financial statements.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the group
and parent company financial statements in accordance with applicable law and
UK-adopted international accounting standards in conformity with the
requirements of the Companies Act 2006 and as regards the parent company
financial statements, as applied in accordance with the provisions of the
Companies Act 2006. Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the company and of the group and of the profit
or loss of the company and the group for that year. In preparing those
financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgments and estimates that are reasonable and prudent;
· state whether applicable UK-adopted international accounting
standards in conformity with the requirements of the Companies Act 2006 have
been followed subject to any material departures disclosed and explained in
the financial statements; and
· prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the group will continue in business.
The Directors confirm that they have complied with the above requirements in
preparing the financial statements.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Electronic communication
The maintenance and integrity of the Company's website is the responsibility
of the Directors: the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
The Company's website is maintained in accordance with AIM Rule 26.
Legislation in the United Kingdom governing the preparation and dissemination
of the financial statements may differ from legislation in other
jurisdictions.
This report was approved by the Board on 30 September 2022.
Alastair
Clayton
Ray Ridge
Non-Executive
Chairman
Chief Financial Officer
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THOR MINING PLC
Opinion
We have audited the financial statements of Thor Mining Plc (the 'parent
company') and its subsidiaries (the 'group') for the year ended 30 June 2022
which comprise the Consolidated and Company Statements of Comprehensive
Income, the Consolidated and Parent Company Statements of Financial Position,
the Consolidated and Company Statements of Cash Flows and the Consolidated and
Company Statements of Changes in Equity and notes to the financial statements,
including significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK-adopted
international accounting standards.
In our opinion, the financial statements:
· give a true and fair view of the state of the group's and of the
parent company's affairs as at 30 June 2022 and of the group's and parent
company's loss for the year then ended;
· have been properly prepared in accordance with UK-adopted
international accounting standards; and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion. In addition to the matter described in
the Material uncertainty related to going concern section we have determined
the matters described below to be the key audit matters to be communicated in
our report.
Material uncertainty related to going concern
We draw attention to note 1c in the financial statements, which identifies
conditions that may cast doubt on the group's and parent company's ability to
continue as a going concern. The group incurred a net loss of £1.2m, had
operating cash outflows of £0.626m in the year and has cash resources of
£1.173m as at the year-end. Based on cash flow forecasts prepared by
management, all current cash resources will be used prior to the 12 months
period from the date on which these financial statements are approved and thus
the group and parent company will be required to raise additional funds.
As stated in note 1c, these events or conditions, along with the other matters
as set forth elsewhere, indicate that a material uncertainty exists that may
cast significant doubt on the group and parent company's ability to continue
as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included:
· Obtaining management's base case forecast for the period to the
30 September 2023 and testing the mathematical accuracy of the base case
forecast;
· Considering the reasonableness of mitigating actions identified
by management, which included an assessment of the feasibility and
quantification of such measures available to management; and
· Critically assessing the disclosures made within the financial
statements for consistency with management's assessment of going concern.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The concept of materiality is applied by the auditor both in planning and
performing the audit, and in evaluating the effect of identified misstatements
on the audit and of uncorrected misstatements on the financial statements and
in forming the opinion in the auditor's report. Misstatements, including
omissions, are considered to be material if they, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial statements.
Materiality for the group financial statements as a whole was £148,000 (2021:
£139,00) with performance materiality set at £103,600 (2021: £97,300),
being 70% (2021: 70%) of group materiality. Materiality for the financial
statements as a whole was based upon 1.0% (2021: 1%) of the group's gross
assets.
In determining group materiality, we deemed assets to be the main driver of
the business as the group is in the exploration stage with no revenue
currently being generated. In determining performance materiality, the
significant judgements made were our experience with auditing the financial
statements of the group in previous years, the number and quantum of
identified misstatements in the prior year audit and management's attitude
towards correcting misstatements identified.
We agreed with those charged with governance that we would report all
individual audit differences identified for the group during the course of our
audit in excess of £7,400 together with any other audit misstatements below
that threshold that we believe warranted reporting on qualitative grounds.
Materiality applied to the parent company's financial statements was £120,000
with performance materiality set at £84,000, being 70% of the parent
company's materiality.
The benchmark for materiality of the parent company was 0.8% of the parent
company's gross assets. The significant judgements used by us in determining
this were that total assets are the primary measure used by the shareholders
in assessing the performance of the parent company. The percentage applied to
this benchmark has been selected to bring into scope all significant classes
of transactions, account balances and disclosures relevant for the
shareholders, and also to ensure that matters that would have a significant
impact on the reported profit were appropriately considered.
In determining performance materiality for the parent company, the significant
judgements made were our experience with auditing the financial statements of
the parent company in previous years based on the number and quantum of
identified misstatements in the prior year audit and management's attitude to
correcting misstatements identified.
We agreed those charged with governance that we would report all individual
audit differences identified for the parent company during the course of our
audit in excess of £6,000 together with any other audit misstatements below
that threshold that we believe warranted reporting on qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of
material misstatement in the financial statements. In particular, we looked at
areas involving significant accounting estimates and judgement. In
particular we considered future events that are inherently uncertain such as
the carrying value of the exploration intangible assets.
As in all of our audits, we also addressed the risk of management override of
internal controls, including among other matters consideration of whether
there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud. Exploration and evaluation activities take
place within the subsidiaries based in Australia and this is also the location
of the accounting function.
Of the group's 8 components, 3 were subject to full scope audits for group
purposes. The components not subject to full scope audits contained only
balances that eliminated on consolidation, or specific balances material to
the financial statements were audited for group purposes where necessary. The
parent company was audited separately to the materiality level noted above.
All work with respect to the components has been performed by a component
auditor under our instruction. The parent company audit was principally
performed in London, conducted by PKF Littlejohn LLP using a team with
specific experience of auditing mining exploration entities and publicly
listed entities. The Senior Statutory Auditor and other members of the audit
team interacted regularly with the component audit teams during all stages of
the audit and was responsible for the scope and direction of the audit
process. This gave us sufficient and appropriate audit evidence to support the
audit opinion of the group and parent company financial statements
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Valuation of intangible fixed assets (refer to Note 7)
The group holds exploration and evaluation assets with a carrying value of Our work included the following:
£12.3m which relates to the Molyhill Mine and Bonya tenements in the Northern
Territory of Australia and the Ragged Range Pilbara Project in Western
Australia.
§ Obtaining the impairment assessment prepared by management and reviewing
for reasonableness;
The carrying value and recoverability of these assets are tested annually for § Obtaining the current exploration licences and ensuring that they remain
impairment. The estimated recoverable amount of this balance is subjective due valid;
to the inherent uncertainty involved in the assessment of exploration
projects. § Making enquiries of management over the future plans for each license
including obtaining cashflow projections where necessary and corroborating to
minimum spend requirements attached to licences;
As a result, there is a risk that the valuation of intangible fixed assets is § Reviewing for indicators of impairment listed in IFRS 6;
materially incorrect.
§ Reviewing the working papers and reporting deliverables of component
auditors;
§ Reviewing the exploration and evaluation expenditures to assess their
eligibility for capitalisation under IFRS 6 by corroborating to the original
source documentation; and
§ Reviewing the disclosures presented in the financial statements for
accuracy and that they are in accordance with IFRS disclosure requirements.
Valuation of parent company's net investment in subsidiaries (refer Note 8a)
The carrying value of the net investment in subsidiaries is £0.3m and is Our work included:
ultimately dependent on the value of the underlying assets. Many of the
underlying assets are exploration projects which are at an early stage of
exploration, making it difficult to determine their value. Valuations for
these sites are therefore based on judgments and estimates made by the · Reviewing the impairment indicators listed in IFRS 6 including
Directors. As a result, there is a risk that the valuation of the net asset specific consideration regarding the renewal of the exploration licenses;
investments is materially incorrect.
· Obtaining and reviewing available key external reports;
· Reviewing the audit working papers of certain components to
assess impairment considerations of exploration assets made by their auditors;
and
· Discussing with management the basis for impairment or
non-impairment of investment in subsidiaries and loans receivable from
subsidiaries
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the group and parent company financial
statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and their environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the parent company financial statements are not in agreement with
the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the group and parent company
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors
are responsible for assessing the group and the parent company's ability to
continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
· We obtained an understanding of the group and parent company and
the sector in which they operate to identify laws and regulations that could
reasonably be expected to have a direct effect on the financial statements. We
obtained our understanding in this regard through discussions with management
and our experience of the resource exploration sector.
· We determined the principal laws and regulations relevant to the
parent company and group in this regard to be those arising from:
o Companies Act 2006;
o AIM, ASX & OTCQB listing rules;
o ASX corporate governance principles;
o Local laws and regulations in UK, Australia and USA where the group
operates; and
· We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by the group
and parent company with those laws and regulations. These procedures included,
but were not limited to:
o Enquires of management
o Review of Board minutes
o Review of legal expenses
o Review of RNS announcements
· We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to the
non-rebuttable presumption of a risk of fraud arising from management override
of controls, that there is a potential for management bias in relation to the
going concern of the group and the parent company and as noted above, we
addressed this by challenging the assumptions and judgements made by
management when auditing that significant accounting estimate.
· As in all of our audits, we addressed the risk of fraud arising
from management override of controls by performing audit procedures which
included, but were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and evaluating the business
rationale of any significant transactions that are unusual or outside the
normal course of business.
· There was regular interaction with the component auditors during
all stages of the audit, including procedures designed to identify
non-compliance with laws and regulations, including fraud.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Zahir Khaki (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn
LLP
Canary Wharf
Statutory
Auditor
London E14 4HD
30 September 2022
Statements of Comprehensive Income for the year ended 30 June 2022
Consolidated Company
Note £'000 £'000 £'000 £'000
2022 2021 2022 2021
Administrative expenses (112) (94) (229) (165)
Corporate expenses (624) (635) (283) (295)
Share based payments expense (285) (126) (285) (126)
Realised gain/(loss) on financial assets 77 (2) 80 (5)
Exploration expenses (27) (81) - -
Net impairment of subsidiary loans - - 434 (1,565)
Net impairment of investments - - (116) (850)
Write off/Impairment of exploration assets 7 - (1,450) - -
Operating Loss 3 (971) (2,388) (399) (3,006)
Interest received - - - -
Interest paid (2) (1) - -
Share of profit of associate, accounted for using the equity method 8d - 22 - -
Fair value decrement on financial assets FVTPL 8c (542) - (542) -
Profit on sale of assets 7a 202 222 50 222
Loss on the sale of investments 8e (11) - (11) -
Sundry income 71 41 41 -
Loss before Taxation (1,253) (2,104) (861) (2,784)
Taxation 5 - - - -
Loss for the year attributable to the equity holders (1,253) (2,104) (861) (2,784)
Other comprehensive income:
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translating foreign operations 418 (570) - -
Other comprehensive income for the period, net of income tax 418 (570) - -
Loss for the year and total comprehensive loss attributable to the equity (835) (2,674) (861) (2,784)
holders
Basic & diluted loss per share attributable to the equity holders 6 (0.06)p (0.14)p
The accompanying notes form an integral part of these financial statements.
Statements of Financial Position at 30 June 2022
Co No: 05276414
Consolidated Company
Note £'000 £'000 £'000 £'000
2022 2021 2022 2021
ASSETS
Non-current assets
Intangible assets - deferred exploration costs 7 12,329 10,120 - -
Assets held for sale 7a - 1,050 - -
Investment in subsidiaries 8a - - 318 448
Loans to subsidiaries 8b - - 12,650 11,252
Financial assets at fair value through profit or loss 8c 395 - 395 -
Investments accounted for using the equity method 8d 589 564 - -
Deposits 9 68 41 - -
Right of use asset 10 - 10 - -
Plant and equipment 11 62 7 - -
Total non-current assets 13,443 11,792 13,363 11,700
Current assets
Cash and cash equivalents 17 1,173 783 1,096 663
Trade receivables & other assets 12 236 60 11 22
Total current assets 1,409 843 1,107 685
Total assets 14,852 12,635 14,470 12,385
LIABILITIES
Current liabilities
Trade and other payables 13 (397) (306) (30) (33)
Employee annual leave provision (32) (10) - -
Lease Liability 14 - (10) - -
Total current liabilities (429) (326) (30) (33)
Non Current Liabilities
Lease Liability 14 - - - -
Total non-current liabilities - - - -
Total liabilities (429) (326) (30) (33)
Net assets 14,423 12,309 14,440 12,352
Equity
Issued share capital 15 3,812 3,773 3,812 3,773
Share premium 26,632 24,379 26,632 24,379
Foreign exchange reserve 2,092 1,674 - -
Merger reserve 405 405 405 405
Share based payments reserve 16 866 314 866 314
Retained losses (19,384) (18,236) (17,275) (16,519)
Total shareholders equity 14,423 12,309 14,440 12,352
The accompanying notes form part of these financial statements. These
Financial Statements were approved by the Board of Directors on 30 September
2022 and were signed on its behalf by:
Alastair Clayton
Ray Ridge
Non-Executive
Chairman
Chief Financial Officer
Statements of Cash Flows for the year ended 30 June 2022
Consolidated Company
£'000 £'000 £'000 £'000
Note
2022 2021 2022 2021
Cash flows from operating activities
Operating Loss (971) (2,388) (399) (3,045)
Sundry income 71 41 32 -
Decrease/(increase) in trade and other receivables (26) 4 11 27
(Decrease)/increase in trade and other payables 10 (51) (4) -
Depreciation 15 38 - -
Write off/Impairment of exploration assets - 1,450 - -
Impairment subsidiary loans - - (434) 1,604
Impairment investments in subsidiaries - - 116 850
Share based payment expense 285 126 285 126
Exclusivity fee received in shares (10) - - -
Directors Fees settled by share issue - 23 - -
Net cash outflow from operating activities (626) (757) (393) (438)
Cash flows from investing activities
Interest paid (2) (1) - -
R&D Grants for exploration expenditure 216 98 - -
Payments for exploration expenditure (1,634) (706) - -
Payments for bonds (25) - - -
Investment in associated entity - (170) - -
Purchase of property, plant & equipment (60) (8) - -
Proceeds from sale of assets 135 222 135 222
Proceeds from the sale of investments 58 - 58 -
Net cash in/(out)flow from investing activities (1,312) (565) 193 222
Cash flows from financing activities
Finance lease repaid (10) (30) - -
Loans to controlled entities - - (1,701) (1,252)
Net issue of ordinary share capital 2,334 1,902 2,334 1,902
Net cash inflow from financing activities 2,324 1,872 633 650
Net increase in cash and cash equivalents 386 550 433 434
Exchange gain on cash and cash equivalents 4 - - -
Cash and cash equivalents at beginning of period 783 233 663 229
Cash and cash equivalents at end of period 1,173 783 1,096 663
Major non-cash transactions
The Company has issued shares with a value of £128,000 and share options with
a value of £202,000 as consideration for completion of the Stage 1 earn-in to
acquire an interest in the oxide mineral rights from Spencer Metals Pty Ltd
(Spencer).
Statements of Changes in Equity For the year ended 30 June 2022
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 2020 3,733 22,288 (16,339) 2,244 405 275 12,606
Loss for the period - - (2,104) - - - (2,104)
Foreign currency translation reserve - - - (570) - - (570)
Total comprehensive (loss) for the period - - (2,104) (570) - - (2,674)
Transactions with owners in their capacity as owners
Shares issued 40 2,337 - - - - 2,377
Cost of shares issued - (246) - - - - (246)
Options exercised/lapsed - - 207 - - (207) -
Options issued - - - - 246 246
At 30 June 2021 3,773 24,379 (18,236) 1,674 405 314 12,309
Balance at 1 July 2021 3,773 24,379 (18,236) 1,674 405 314 12,309
Loss for the period - - (1,253) - - - (1,253)
Foreign currency translation reserve - - - 418 - - 418
Total comprehensive (loss) for the period - - (1,253) 418 - - (835)
Transactions with owners in their capacity as owners
Shares issued 39 2,536 - - - - 2,575
Cost of shares issued - (283) - - - - (283)
Options exercised/lapsed - - 105 - - (105)
Options issued - - - - - 657 657
At 30 June 2022 3,812 26,632 (19,384) 2,092 405 866 14,423
Company
Balance at 1 July 2020 3,733 22,288 (13,942) - 405 275 12,759
Loss for the period - - (2,784) - - - (2,784)
Total comprehensive (loss) for the period - - (2,784) - - - (2,784)
Transactions with owners in their capacity as owners
Shares issued 40 2,337 - - - - 2,377
Cost of shares issued - (246) - - - - (246)
Options exercised/lapsed - - 207 - - (207) -
Options issued - - - - - 246 246
At 30 June 2021 3,773 24,379 (16,519) - 405 314 12,352
Balance at 1 July 2021 3,773 24,379 (16,519) - 405 314 12,352
Loss for the period (861) (861)
Total comprehensive (loss) for the period (861) - (861)
Transactions with owners in their capacity as owners
Shares issued 39 2,536 - - - - 2,575
Cost of shares issued - (283) - - - - (283)
Options exercised/lapsed - - 105 - - (105) -
Options issued - - - - - 657 657
At 30 June 2022 3,812 26,632 (17,275) - 405 866 14,440
Notes to the Accounts for the year ended 30 June 2022
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year ended 30 June
2022 were authorised for issue by the Board on 30 September 2022 and the
Statements of Financial Position signed on the Board's behalf by Alastair
Clayton and Ray Ridge. The Company's ordinary shares are traded on the AIM
Market operated by the London Stock Exchange, on the Australian Securities
Exchange and on the OTCQB market in the United States.
b) Statement of compliance with IFRS
The Consolidated Financial Statements of Thor Mining Plc (the "Group") have
been prepared in accordance with UK-adopted International Accounting Standards
("IAS") in conformity with the requirements of the Companies Act 2006. These
accounting policies comply with each IAS that is mandatory for accounting
periods ending on 30 June 2022.
c) Basis of preparation and Going Concern
The consolidated financial statements have been prepared on the historical
cost basis, except for the measurement of assets and financial instruments to
fair value as described in the accounting policies below, and on a going
concern basis.
The financial report is presented in Sterling and all values are rounded to
the nearest thousand pounds ("£'000") unless otherwise stated.
The consolidated entity incurred a net loss before tax of £1,253,000 during
the period ended 30 June 2022, and had a net cash outflow of £1,938,000 from
operating and investing activities. The consolidated entity continues to be
reliant upon capital raisings for continued operations and the provision of
working capital.
The Group's cash flow forecast for the 12 months ending 30 September 2023,
highlight the fact that the Company is expected to continue to generate
negative cash flow over that period, inclusive of the discretionary
exploration spend. The Board of Directors are of the view that the injection
of funds into the Group during the next 12 months (refer Note 21) need to be
raised, and are confident that any further necessary funds will be raised in
order for the Group to remain cash positive for the whole period. If
additional capital is not obtained, the going concern basis may not be
appropriate, with the result that the Group may have to realise its assets and
extinguish its liabilities, other than in the ordinary course of business and
at amounts different from those stated in the financial report.
For the above detailed reasons, the Directors believe there is a material
uncertainty over the Company's status as a going concern. However, the
Directors have a reasonable expectation that the Company will be able to raise
sufficient funding to allow it to cover its working capital for a period of
twelve months from the date of approval of the financial statements. It is
for this reason 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 Group applies the acquisition method of accounting to account for business
combinations where the acquisition meets the definition of a business
combination under IFRS 3. The consideration transferred for the acquisition of
a subsidiary is the fair values of the assets transferred, the liabilities
incurred to the former owners of the acquiree and the equity interests issued
by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially at their fair values
at the acquisition date.
Acquisition-related costs are expensed as incurred unless they result from the
issuance of shares, in which case they are offset against the premium on those
shares within equity.
The financial statements of subsidiaries are prepared for the same reporting
period as the parent company, using consistent accounting policies.
All intercompany balances and transactions have been eliminated in full.
e) Intangible assets - deferred exploration costs
Exploration, evaluation and development expenditure incurred is accumulated in
respect of each identifiable area of interest. These costs are only carried
forward to the extent that they are expected to be recouped through the
successful development of the area or where activities in the area have not
yet reached a stage which permits reasonable assessment of the existence of
economically recoverable reserves.
Exploration, evaluation and development expenditure are not amortised, as all
areas of interest remain in the pre-production phase.
Accumulated costs in relation to an abandoned area are written off in full
against the income statement in the year in which the decision to abandon the
area is made.
A review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to that area
of interest.
Restoration, rehabilitation and environmental costs necessitated by
exploration and evaluation activities are expensed as incurred and treated as
exploration and evaluation expenditure.
Exploration and evaluation assets recorded at fair-value on acquisition
Exploration assets which are acquired are recognised at fair value. When an
acquisition of an entity whose only significant assets are its exploration
asset and/or rights to explore, the Directors consider that the fair value of
the exploration assets is equal to the consideration. Any excess of the
consideration over the capitalised exploration asset is attributed to the fair
value of the exploration asset.
f) Interest Revenue
Interest revenue is recognised as it accrues using the effective interest rate
method.
g) Deferred taxation
Deferred income tax is provided on all temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes.
Deferred income tax assets are recognised for all deductible temporary
differences, carry-forward of unused tax assets and unused tax losses, to the
extent that it is probable that taxable profit will be available against which
the deductible temporary differences and the carry-forward of unused tax
credits and unused tax losses can be utilised.
Unrecognised deferred income tax assets are reassessed at each balance sheet
date and are recognised to the extent that it has become probable that future
taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that
are expected to apply to the year when the asset is realised or the liability
is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the Balance Sheet date.
The amount of any claim received during the year from the Australian
Government for eligible exploration expenditure claimed as a Research &
Development Tax Incentive and other grants are treated as an offset or
reduction of the deferred exploration costs. The amounts received in the year
ended 30 June 2022 was A$406,000 (£216,000) (30 June 2021 was A$171,000
(£98,000)).
h) Financial liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group's financial liabilities
include trade and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative
financial instruments entered into by the Group that are not designated as
hedging instruments in hedge relationships as defined by IFRS 9. Separated
embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities
held for trading are recognised in the statement of profit or loss and other
comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured
at amortised cost using the EIR method. Gains and losses are recognised in the
statement of profit or loss and other comprehensive income when the
liabilities are derecognised, as well as through the EIR amortisation process.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
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.
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 service
providers, 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) 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.
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) Fair value measurement
IFRS 13 establishes a single source of guidance for all fair value
measurements. IFRS 13 does not change when an entity is required to use fair
value, but rather provides guidance on how to measure fair value under IFRS
when fair value is required or permitted. IFRS 13 mainly impacts the
disclosures of the Company. It requires specific disclosures about fair value
measurements and disclosures of fair values.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either:
o In the principal market for the asset or liability; or
o In the absence of a principal market, in the most
advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions
that market participants would use when pricing the asset or liability,
assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market
participant's ability to generate economic benefits by using the asset in its
highest and best use or by selling it to another market participant that would
use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair
value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in
the financial statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to
the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical
assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on
a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes
of assets and liabilities on the basis of the nature, characteristics and
risks of the asset or liability and the level of the fair value hierarchy, as
explained above.
n) Financial assets
(i) Classification
The Group classifies its financial assets at amortised cost and at fair value
through the profit or loss. The classification depends on the purpose for
which the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition.
(ii) Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade
date at cost - the date on which the Group commits to purchasing or selling
the asset. Financial assets are derecognized when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of ownership.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised
cost or FVTOCI are measured at FVTPL.The Group holds equity instruments that
are classified as FVTPL as these were acquired principally for the purpose of
selling in the near term.
Financial assets at FTVPL, are measured at fair value at the end of each
reporting period, with any fair value gains or losses recognised in profit or
loss. Fair value is determined by using market observable inputs and data as
far as possible. Inputs used in determining fair value measurements are
categorised into different levels based on how observable the inputs used in
the valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for
identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other
than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived from
market data).
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the period they occur.
The Group measures its investments in quoted shares using the quoted market
price.
(iii) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original EIR. The expected cash flows
will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(iv) Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss. This is
the same treatment for a financial asset measured at FVTPL.
o) 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.
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 are stated at cost less accumulated depreciation and any
accumulated impairment losses. Land is measured at fair value less any
impairment losses recognised after the date of revaluation.
Depreciation is provided on all tangible assets to write off the cost less
estimated residual value of each asset over its expected useful economic life
on a straight-line basis at the following annual rates:
Land (including option costs) - Nil
Plant and Equipment - between 5% and 25%
All assets are subject to annual impairment reviews.
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) Lease accounting
The Company as Lessee
At the inception of a contract, the Group assesses if the contract is a lease
or contains a lease. If there is a lease present, a right-of-use asset and a
corresponding lease liability are recognised by the Group where the Group is a
lessee. However, all contracts that are classified as short-term leases (ie a
lease with a term of 12 months or less) and leases of low-value assets are
recognised as an operating expense on a straight-line basis over the term of
the lease.
Initially the lease liability is measured at the present value of the lease
payments still to be paid at the commencement date. The lease payments are
discounted at the interest rate implicit in the lease. If this rate cannot be
readily determined, the Group uses the incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as
follows:
· fixed lease payments less any lease incentives;
· variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement date;
· the amount expected to be payable by the lessee under residual
value guarantees;
· the exercise price of purchase options, if the lessee is
reasonably certain to exercise the options;
· lease payments under extension options, if the lessee is
reasonably certain to exercise the options; and
· payments of penalties for terminating the lease, if the lease
term reflects the exercise of an option to terminate the lease.
The right-of-use assets comprise the initial measurement of the corresponding
lease liability, any lease payments made at or before the commencement date
and any initial direct costs. The subsequent measurement of the right-of-use
assets is at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or useful life of the
underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the cost of the
right-of-use asset reflects that the Group anticipates to exercise a purchase
option, the specific asset is depreciated over the useful life of the
underlying asset.
The Company's weighted average incremental borrowing rate applied to the lease
liabilities is 4.58%.
The Company as Lessor
As the Group has no contracts as a lessor, the provisions of IFRS 16 relating
accounting for lease contracts as a lessor are not applicable.
x) Held for sale assets
Non-current assets classified as held for sale are presented separately and
measured at the lower of their carrying amounts immediately prior to their
classification as held for sale and their fair value less costs to sell.
However, some held for sale assets such as financial assets or deferred tax
assets, continue to be measured in accordance with the Group's relevant
accounting policy for those assets. Once classified as held for sale, the
assets are not subject to depreciation or amortisation. Any profit or loss
arising from the sale of a discontinued operation or its remeasurement to fair
value less costs to sell is presented as part of a single line item, profit or
loss from discontinued operations.
y) New standards, amendments and interpretations not yet
adopted
At the date on which these Financial Statements were authorised, there were no
Standards, Interpretations and Amendments which had been issued but were not
effective for the year ended 30 June 2022 that are expected to materially
impact the Group's Financial Statements.
z) Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRS requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amount of expenses
during the period. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are regularly evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Items subject to such estimates and assumptions, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial years, include but are not limited to:
· Impairment of intangible assets - exploration and evaluation
costs (Note 7)
The group assesses impairment at each reporting date by evaluating conditions
specific to the group that may lead to impairment of exploration and
evaluation assets. Where an impairment trigger exists, the recoverable amount
of the asset is determined.
The group capitalises expenditure relating to exploration and evaluation where
it is considered likely to be recoverable or where the activities have not
reached a stage which permits a reasonable assessment of the existence of
reserves. While there are certain areas of interest from which no reserves
have been extracted, the Directors are of the continued belief that such
expenditure should not be written off since feasibility studies in such areas
have not yet concluded.
· Share based payment transactions
The Group awards options and warrants over its unissued share capital to
certain Directors as part of their remuneration package. Certain warrants have
also been issued to shareholders as part of their subscription for shares and
suppliers for various services received.
The valuation of these options and warrants involves making a number of
critical estimates relating to price volatility, future dividend yields,
expected life of the options and forfeiture rates. These assumptions have been
described in more detail in Note 16.
· Impairment of investments
The Company assesses impairment of each investment with respect to the net
asset position of each investment. Any impairment charge recorded does not
automatically indicate that the underlying assets of the Group need to be
impaired as well. Exploration assets are tested separately as part of Note 7.
2. Segmental analysis - Group
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
The Group's operations are located Australia and the United States of America,
with the head office located in the United Kingdom. The main tangible assets
of the Group, cash and cash equivalents, are held in the United States of
America and Australia. The Board ensures that adequate amounts are transferred
internally to allow all companies to carry out their operational on a timely
basis.
The Directors are of the opinion that the Group is engaged in a single segment
of business being the exploration for commodities. The Group currently has two
geographical reportable segments - United States of America and Australia.
£'000 £'000 £'000 £'000
Year ended 30 June 2022 Head office/ Unallocated Australia United States Consolidated
Revenue
Sundry Income & Equity Accounting 71 - - 71
Profit/(loss) on sale investments 202 - - 202
Total Segment Expenditure (695) (800) (31) (1,526)
(Loss) from Ordinary Activities before Income Tax (422) (800) (31) (1,253)
Income Tax (Expense) - - - -
Retained (loss) (422) (800) (31) (1,253)
Assets and Liabilities
Segment assets - 13,745 - 13,745
Corporate assets 1,107 - - 1,107
Total Assets 1,107 13,745 - 14,852
Segment liabilities - (402) - (402)
Corporate liabilities (27) - - (27)
Total Liabilities (27) (402) - (429)
Net Assets 1,080 13,343 - 14,423
£'000 £'000 £'000 £'000
Year ended 30 June 2021 Head office/ Unallocated Australia United States Consolidated
Revenue
Sundry Income & Equity Accounting 63 - - 63
Profit/(loss) on sale investments 222 - - 222
Total Segment Expenditure (650) (303) (1,436) (2,389)
(Loss) from Ordinary Activities before Income Tax (365) (303) (1,436) (2,104)
Income Tax (Expense) - - - -
Retained (loss) (365) (303) (1,436) (2,104)
Assets and Liabilities
Segment assets - 10,900 1,050 11,950
Corporate assets 685 - - 685
Total Assets 685 10,900 1,050 12,635
Segment liabilities - (293) - (293)
Corporate liabilities (33) - - (33)
Total Liabilities (33) (293) - (326)
Net Assets
652 10,607 1,050 12,309
3. Expenses by nature
2022 2021
£'000 £'000
Items of expenditure not otherwise disclosed on the Statement of Comprehensive
Income:
Depreciation 15 38
Auditors' remuneration - audit services 45 35
Auditors' remuneration - non audit services - -
Directors emoluments - fees and salaries 237 360
Other employee and contractor costs 346 248
Director and employees costed to exploration (343) (199)
Listing costs (ASX, AIM, registry, investor relations) 343 320
Legal costs 33 20
Auditors' remuneration for audit services above includes £34,376 (2021:
£28,200) to PKF Littlejohn for the audit of the Company and Group.
Remuneration to BDO for the audit of the Australian subsidiaries was £10,637
(2021: £11,788).
4. Directors and executive disclosures - Group
All Directors are appointed under the terms of a Directors letter of
appointment. Each appointment, with the exception of Ms Nicole Galloway
Warland, provides for annual fees of Australian dollars $40,000 for services
as Directors. This annual fee increased to $50,000 from 1 October 2020. In
the case of Australian base Directors this annual fee is inclusive of 10.0%
(10.50% from 1 July 2022) as a company contribution to Australian statutory
superannuation schemes. The agreement allows for any services supplied by any
Directors, other than Ms Nicole Galloway Warland, to the Company and any of
its subsidiaries in excess of two days in any calendar month, can be invoiced
to the Company at market rate, currently at A$1,000 per day, other than Mr
Michael Billing whose rate was A$1,200 per day.
Ms Galloway Warland receives an annual full-time salary of $220,000 plus
$22,000 in superannuation benefits in her role as Managing Director. Ms
Galloway Warland does not receive additional remuneration as a Director.
(a) Details of Key Management Personnel (KMP) during the year ended 30 June
2022
(i) Chairman
Alastair Clayton Non-executive Chairman (Appointed 5 October 2021)
Michael Billing Executive Chairman and Chief Executive Officer (Retired as CEO 21 April 2021,
and retired as a Director 3 September 2021)
(ii) Directors
Nicole Galloway Warland Managing Director
Mark McGeough Non-Executive Director
Mark Potter Non-Executive Director (Resigned 30 June 2022)
(iii) Executives
Ray Ridge CFO/Company Secretary (Australia)
Stephen Ronaldson Company Secretary (UK)
(b) Compensation of Key Management Personnel
Compensation Policy
The compensation policy is to provide a fixed remuneration component and a
specific equity related component. There is no separation of remuneration
between short term incentives and long-term incentives. The Board believes
that this compensation policy is appropriate given the stage of development of
the Company and the activities which it undertakes and is appropriate in
aligning director and executive objectives with shareholder and businesses
objectives.
The compensation policy, setting the terms and conditions for the executive
Directors and other executives, has been developed by the Board after seeking
professional advice and taking into account market conditions and comparable
salary levels for companies of a similar size and operating in similar
sectors. Executive Directors and executives receive either a salary or provide
their services via a consultancy arrangement. Directors and executives do
not receive any retirement benefits other than compulsory Superannuation
contributions where the individuals are directly employed by the Company or
its subsidiaries in Australia. All compensation paid to Directors and
executives is valued at cost to the Company and expensed.
The Board policy is to compensate non-executive Directors at market rates for
comparable companies for time, commitment and responsibilities. The Board
determines payments to the non-executive Directors and reviews their
compensation annually, based on market practice, duties and accountability.
Independent external advice is sought when required. The maximum aggregate
amount of fees that can be paid to Directors is subject to approval by
shareholders at a General Meeting. Fees for non-executive Directors are not
linked to the performance of the economic entity. However, to align Directors'
interests with shareholder interests, the Directors are encouraged to hold
shares in the Company and may receive options.
Paid/Payable in cash Shares Total Salary Options (6) Total
& Fees
30 June 2022 £'000 £'000 £'000 £'000 £'000
Directors: (1)
Alastair Clayton (2) 21 - 21 52 73
Mark Potter (3) 29 - 29 52 81
Nicole Galloway Warland (4) 140 - 140 79 219
Mark McGeough 27 - 27 52 79
Michael Billing (5) 20 - 20 - 20
Key Personnel: (1)
Ray Ridge 46 - 46 6 52
(1) As at 30 June 2022 amounts of £7,089, £7,089 and £5,257 remained unpaid
to Messrs Clayton, McGeough and Ridge respectively.
(2) Appointed 5 October 2021.
(3) Resigned 30 June 2022.
(4) Short term benefits in the table above for Ms Galloway Warland include
normal salary of £120,010, a bonus of £6,546, approved by the Board, as well
as postemployment superannuation of £12,656.
(5) Retired 3 September 2021.
(6) Following shareholder approval, 8,000,000 listed options were granted to
each of Messrs Clayton, Potter and McGeough and 12,000,000 to Ms Galloway
Warland on 22 November 2021 (exercise price $0.013, expiring 22 November
2025). These options were valued at £0.00656 per option using the
Black-Scholes method. On 17 May 2022, 2,400,000 unlisted options were granted
to Mr Ridge under the Company's Employee Share Option Plan (exercise price
$0.025, expiring 12 May 2025). These options were valued at £0.00630 per
option using the Black-Scholes method. 800,000 vest immediately and were
expensed. 800,000 vest 12 May 2023 and 800,000 vest 12 May 2024 - these
options are expensed over their vesting periods.
Paid/Payable in cash Shares (4) Total Salary Options (5) Total
& Fees
30 June 2021 £'000 £'000 £'000 £'000 £'000
Directors: (1)
Mark Potter 24 12 36 14 50
Nicole Galloway Warland (3) 90 - 90 20 110
Mark McGeough 19 6 25 - 25
Michael Billing 121 6 127 14 141
Richard Bradey (2) 82 - 82 14 96
Key Personnel: (1)
Ray Ridge 50 - 50 13 63
(1) As at 30 June 2021 amounts of £94,328, £6786, £6786 and £7,203,
remained unpaid to Messrs Billing, Potter, McGeough and Ridge respectively.
(2) Retired 29 October 2020.
(3) Appointed as Exploration Manager on 1 October 2020 and appointed Managing
Director 21 April 2021. Remuneration in the above table for Ms Galloway
Warland includes the period as Exploration Manager and Managing Director, as
both are considered KMP roles.
(4) Messrs Billing and McGeough elected to receive 50% of their gross
directors' fees for the 6 months to 31 December 2020 by Thor shares in lieu of
cash payment. Mr Potter elected to receive 100% of his directors' fees for the
6 months to 31 December 2020 by Thor shares in lieu of cash payment.
Following shareholder approval on 25 November 2020, 661,765 ordinary shares
were issued on 27 November 2020, to each of Messrs Billing and McGeough in
lieu of $11,250 in directors fees owing to each and 1,323,529 ordinary shares
were issued to Potter in lieu of $22,500 in directors fees owing.
(5) Following shareholder approval, 8,000,000 unlisted Options were granted to
each of Messrs Potter, Billing and Bradey on 8 July 2020 (exercise price
$0.0095, expiring 8 July 2023). These options were valued at £0.00172 per
option using the Black-Scholes method. Unlisted options were granted under
the Company's Employee Share Option Plan on 29 September 2020 to Ms Galloway
Warland (4,000,000 options) and Mr Ridge (2,500,000 options). These options
were valued at £0.00509 per option using the Black-Scholes method.
(c) Compensation by category Group
2022 2021
£'000 £'000
Key Management Personnel
Short-term (cash) 267 371
Short-term (shares) - 24
Share Option charges 241 75
Post-employment 16 15
524 485
(d) Equity and rights over equity instruments granted as remuneration
Following shareholder approval, 8,000,000 listed options were granted to each
of Messrs Clayton, Potter and McGeough and 12,000,000 to Ms Galloway Warland
on 22 November 2021 (exercise price $0.013, expiring 22 November 2025). These
options were valued at £0.00656 per option using the Black-Scholes method.
On 17 May 2022, 2,400,000 unlisted options were granted to Mr Ridge under the
Company's Employee Share Option Plan. These options were valued at £0.00630
per option using the Black-Scholes method. 800,000 vest immediately and were
expensed. 800,000 vest 12 May 2023 and 800,000 vest 12 May 2024 - these
options are expensed over their vesting periods.
(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 30/6/21 or appointment date Options Granted (Note A) Held at 30/6/22 or retirement date Vested and exercisable at 30/6/22
Options Granted (Note B)
Alastair Clayton - -
Nicole Galloway Warland 4,000,000 12,000,000 - 16,000,000 16,000,000
Mark Potter 8,000,000 8,000,000 - 16,000,000 16,000,000
Mark McGeough - 8,000,000 - 8,000,000 8,000,000
Michael Billing 9,250,000 - - 9,250,000 9,250,000
Ray Ridge 2,500,000 - 2,400,000 4,900,000 3,300,000
Notes:
A. Options granted to Directors on 22 November 2021.
B. Options issued under the Company's Employee Share Option Plan on 17
May 2022.
Key Management Personnel Held at 30/6/20 or appointment date Options Granted (Note A) Options Exercised (Note D) Held at 30/6/21 or retirement date Vested and exercisable at 30/6/21
Options Granted (Note B) Options Granted (Note C) Options Lapsed
Michael Billing 4,500,000 8,000,000 2,250,000 - (4,500,000) (1,000,000) 9,250,000 9,250,000
Nicole Galloway Warland - - - 4,000,000 - - 4,000,000 4,000,000
Mark Potter - 8,000,000 - - - - 8,000,000 8,000,000
Mark McGeough - - 416,667 - - (416,667) - -
Richard Bradey 8,000,000 8,000,000 1,000,000 - - - 17,000,000 17,000,000
Ray Ridge - - - 2,500,000 - - 2,500,000 2,500,000
Notes:
A. Options granted to Directors on 8 July 2020.
B. Options granted as participation in capital raisings on the same
terms as external placees. 1,000,000 listed options to Mr Billing and
1,000,000 listed options to Mr Bradey on 8 July 2020. 1,250,000 unlisted
options to Mr Billing and 416,667 unlisted options to Mr McGeough on 23
October 2020.
C. Options issued under the Company's Employee Share Option Plan on 29
September 2020.
D. Mr Billing exercised 1,000,000 listed options on 28 May 2021. Mr
McGeough exercised 416,667 listed options on 2 December 2020. The exercise
price of both options was £0.01 per share.
(f) Other transactions and balances with related parties
Specified Directors Transaction Note 2022 2021
£'000 £'000
Michael Billing Consulting Fees (i) 13 101
Mark Potter Consulting Fees (ii) - 10
(i) The Group used the consulting services of MBB Trading Pty
Ltd a company of which Mr Michael Billing is a shareholder and Director.
Services were provided as Executive Chairman.
(ii) In the year ended 30 June 2021, Mark Potter provided
additional consulting fees through Kiran Capital.
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
2022 2021
£'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:
2022 2021
£'000 £'000
Loss on ordinary activities before tax (1,253) (2,104)
Effective rate of corporation tax in the UK 19.0% 24.4%
Loss on ordinary activities multiplied by the standard rate of corporation tax (238) (513)
Effects of:
Future tax benefit not brought to account 238 513
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
2022 2021
Loss for the year (£ 000's) (1,253) (2,104)
Weighted average number of Ordinary shares in issue 2,014,341,411 1,497,215,458
Loss per share (pence) - basic (0.06)p (0.14)p
The basic loss per share is derived by dividing the loss for the period
attributable to ordinary shareholders by the weighted average number of shares
in issue.
As the inclusions of the potential Ordinary Shares would result in a decrease
in the loss per share they are considered to be anti-dilutive and as such not
included.
7. Intangible fixed assets - Group
Deferred exploration costs
£'000 £'000
2022 2021
Cost
At 1 July 10,120 12,252
Exploration expenditure 1,354 612
Acquisitions (1) 330 310
Exchange gain/(loss) 525 (554)
Exploration written off - (1,450)
Transfers to held for sale assets (note 7a) - (1,050)
At 30 June 12,329 10,120
The Directors undertook an assessment of the following areas and circumstances
that could indicate the existence of impairment:
· The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
· No further exploration or evaluation is planned or budgeted for;
· A decision has been taken by the Board to discontinue exploration
and evaluation in an area due to the absence of a commercial level of
reserves; or
· Sufficient data exists to indicate that the book value will not
be fully recovered from future development and production.
In the year ended 30 June 2022, this impairment assessment resulted in an
impairment expense of Nil (2021: Nil), and Nil in deferred exploration costs
written off (2021: $1,450,000).
(1) Acquisitions
During the year ended 30 June 2022, the Group paid consideration of £330,000
for completion of the Stage 1 earn-in under the binding term sheet for Thor to
acquire an interest in the oxide mineral rights from Spencer Metals Pty Ltd
(Spencer) over the Alford East copper-gold project, located on the Yorke
Peninsula, South Australia. Under the term sheet, Thor is to acquire an
interest of 80% directly in the project, over two stages:
Stage 1: Thor has earned a 51% interest by funding A$500,000 expenditure over
the 2 years to 11 November 2022, with the £330,000 consideration comprising:
· £128,000 fair value of 15,625,000 Thor Ordinary Shares issued on 26
November 2021. The fair value was based on the closing price of Thor
Ordinary Shares of £0.0082 (0.82 pence) on the AIM market of the London Stock
Exchange on 10 November 2021 (being the day prior to shareholder approval of
the issuance of the Ordinary Shares); and
· £202,000 fair value of 31,250,000 unlisted options to acquire Thor
Ordinary Shares at an exercise price of A$0.03 (3 cents) at any time through
to the expiry date of 25 November 2026. The fair value was estimated using a
Black Scholes model (refer Note 8).
Stage 2: Thor may earn a further 29% interest (80% in total) by funding an
additional A$750,000 of expenditure over a subsequent 2 years to 11 November
2024 and for additional consideration of A$250,000 in fully paid Thor shares,
issued at the 5 day ASX VWAP on the date immediately prior to allotment and
two free attaching options per share issued, exercisable at $0.03 within years
from the date of issue (stage 2 expenditure). If Thor does not proceed with
the Stage 2 earn-in, then its interest in the project is relinquished in full.
Upon Thor completing the acquisition of an 80% interest in the project,
Spencer will hold a free carried 20% interest in the project, until a decision
to mine.
The parties have agreed to use reasonable commercial endeavours to negotiate
and execute a formal Joint Venture agreement for the development and operation
of a mine and associated facilities within 60 days from the end of Stage 2.
The Directors have concluded that the transaction was an asset acquisition and
not a business combination. The fair value adjustment to the deemed
exploration intangible assets of £330,000 represents over the excess of the
net assets acquired of £Nil.
7a. Held for sale assets
£'000 £'000
2022 2021
Opening Balance 1,050 -
Transfers from exploration and evaluation assets - 1,050
Asset divested (1,050) -
- 1,050
On 31 August 2021, Thor Mining Plc announced the execution of an Option
Agreement with AIM listed Power Metal Resources Plc (AIM: POW) ("Power
Metal"), for the divestment of Thor's Pilot Mountain Tungsten Project in
Nevada in line with their focus on core copper and gold projects. Accordingly,
the carrying value of the investment at 30 June 2021 was reclassified in the
Statement of Financial Position from 'Intangible assets - deferred exploration
costs; to 'Held for sale assets'. Thor received an exclusivity fee of
500,000 Power Metal Ordinary Shares with an estimated fair value of £9,750.
The divestment was successfully completed on 29 October 2021 with
consideration of £1,024,000 received by Thor, comprising:
· £85,000 in cash (being US$115,000 at the exchange rate on 29 October
2021 of 0.7389); and
· £939,000 fair value of 48,118,920 Ordinary Shares in Power Metal.
The fair value was determined by the closing price of £0.0195 for Power Metal
Ordinary Shares on the London Stock Exchange on 31 August 2021 (being the day
prior to execution of the Option Agreement).
As part of the divestment Thor was also entitled to receive a milestone
payment of US$500,000, payable in Power Metal Ordinary Shares, if Golden Metal
publishes a JORC or 43-101 compliant resource at Pilot Mountain increasing the
existing declared levels by 25% across the total indicated and inferred
categories, within two years. In January 2022, Thor agreed to relinquish
this milestone entitlement in return for consideration of £107,000,
comprising £50,000 in cash and 4,000,000 Ordinary Shares in Power Metal
(estimated fair value of the POW Shares was £57,000 based on the closing
price of Power Metal Ordinary Shares on the London Stock Exchange of £0.0143
(1.43 pence) on 21 January 2022, being the last trading day prior to execution
of the variation agreement).
The total consideration of £1,131,000, resulted in a gain of £81,000
compared to the book value of £1,050,000. The gain was recognised as a
(£121,000) loss through Other Comprehensive Income as a reversal of the
foreign currency translation reserve and a £202,000 gain through the Profit
or Loss.
In addition, Power Metal granted Thor 12.5 million unlisted warrants to
subscribe for Power Metal Ordinary Shares with an exercise price of £0.04 (4
pence) per Ordinary Share at any time through to the expiry date of 29 October
2024, subject to an acceleration clause if the Power Metal Ordinary Share
price is above £0.10 (10 pence) for five consecutive days. Any warrants
exercised by 29 October 2022 receive replacement warrants with an exercise
price at £0.08 (8 pence) for a further 3 years to the expiry date. These
options have not been recognised in the financial statements.
In the prior year ended 30 June 2021, Thor divested its Spring Hill gold
project royalty entitlement to AIM quoted Trident Royalties Plc (Trident), for
total consideration of A$1.0 as follows:
· A$400,000 (£222,000) cash which has been received and recognised
as consideration during the year ended 30 June 2021;
· the remaining $600,000 (approximately £333,000) is linked to
production milestones and will be recognised in Thor's financial statements as
and when received;
o First production milestone payment of A$300,000 upon cumulative sales
reaching 25,000 ounces of gold;
o Second production milestone payment of A$300,000 upon cumulative sakes
reaching 50,000 ounces of gold.
The two milestone payments above may, at the election of Trident, be made via
the issue to Thor of Trident ordinary shares at an issue price equivalent to
the volume weighted average price of Trident shares on the AIM Market over the
5 business days prior to Trident's election to make such payment in shares.
Any Trident shares issued will not be subject to a minimum hold period.
8. Investments
The Company holds 20% or more of the share capital of the following companies:
Company Country of registration Shares held Class %
or incorporation
Molyhil Mining Pty Ltd (1) Australia Ordinary 100
Hale Energy Limited Australia Ordinary 100
Hamersley Metals Pty Ltd (2) Australia Ordinary 100
Pilbara Goldfields Pty Ltd (3) Australia Ordinary 100
EnviroCopper Limited (4) Australia Ordinary 30
American Vanadium Pty Ltd (5) Australia Ordinary 100
Standard Minerals Inc (6) United States Ordinary 100
Cisco Minerals Inc (7) United States Ordinary 100
The registered office for each of the above companies incorporated in
Australia is 58 Galway Avenue, Marleston, South Australia 5033. The registered
office of Standard Minerals Inc and Cisco Minerals Inc is 3500 Washington
Avenue, Ste 200, Houston, TX 77007, United States.
(1) Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities
focused at the Molyhil project in the Northern Territory of Australia.
(2) Hamersley Metals Pty Ltd was acquired on 27 March 2019. The company
holds tenements in the Northern Territory of Australia.
(3) Pilbara Goldfields Pty Ltd was acquired on 27 March 2019. The company
holds a number of exploration tenements, in Western Australia.
(4) EnviroCopper Ltd. On the 11 November 2020, the Company announced that it
had increased its investment in ECR through the payment of A$300,000
(£170,000) to increase its ownership interest to 30% and continues to be
accounted for using the equity method.
(5) American Vanadium Pty Ltd (AV) was acquired on the 15(th) September 2020.
AVU holds 100% interest in two US subsidiaries Standard Minerals Inc and Cisco
Minerals Inc. As part of AVU acquisition agreement, two further payments are
required through the issue of up to 84 million Ordinary Shares in Thor at an
agreed price of A$0.006 per Ordinary Share, subject to the achievement of the
following project milestones:
· A$252,000 through the issue of 42,000,000 Ordinary Shares on
drilling ore grade intercepts from at least three holes from any deposits
within the licences, at a product of grade and thickness of >= 0.4% U3O8,
or equivalent. For example, 4 million tonnes@ 1,000ppm U3O8 or 1 million
tonnes @ 4,000ppm U3O8.
· A$252,000 through the issue of 42,000,000 Ordinary Shares on
reporting a mineral resource in either the inferred, indicated or measured
category (reported in accordance with the JORC Code, 2012 Edition) of, or
equivalent* to 5 million tonnes @ >= 0.1% U3O8, or 1.0% V2O5, or
equivalent. These milestones have yet to be achieved and have been excluded
from any investment value of American Vanadium.
(6) Standard Minerals Inc is a 100% owned subsidiary of AV and holds 199
claims in the US State of Colorado.
(7) Cisco Minerals Inc is a 100% owned subsidiary of AV and holds 100 claims
in the US State of Utah.
With the exception of EnviroCopper Limited, Ms Galloway Warland and Mr
McGeough are Directors of each of the above companies and Mr Billing retired
as a Director on 3 September 2021. Mr McGeough is a Director of EnviroCopper
Limited.
Consolidated Company
£'000 £'000 £'000 £'000
2022 2021 2022 2021
(a) Investments Subsidiary companies:
Molyhil Mining Pty Ltd - - 700 700
Less: Impairment provision against investment - - (700) (700)
Hale Energy Limited - - 1,277 1,277
Less: Impairment provision against investment - - (1,277) (1,277)
Black Fire Industrial Minerals Pty Ltd - - - 688
Less: Impairment provision against investment - - - (673)
Hamersley Metals - - 170 170
Less: Impairment provision against investment - - (170) (170)
Pilbara Goldfields - - 349 349
Less: Impairment provision against investment - - (124) -
American Vanadium - - 141 140
Less: Impairment provision against investment - - (48) (56)
- - 318 448
(b) Loans to subsidiaries:
Molyhil Mining Pty Ltd - - 11,221 10,813
Less: Impairment provision against loan - - (1,648) (2,060)
Hale Energy Limited - - 2,582 2,098
Less: Impairment provision against loan - - (1,306) (1,324)
Black Fire Industrial Minerals Pty Ltd - - - 1,035
Pilot Metals Inc - - - 1,204
Less: Impairment provision against loan - - - (1,204)
Hamersley Metals - - 10 15
Less: Impairment provision against loan - - (10) (14)
Pilbara Goldfields - - 1,608 616
American Vanadium - - 193 73
- - 12,650 11,252
The loans to subsidiaries are non-interest bearing, unsecured and are
repayable upon reasonable notice having regard to the financial stability of
the company.
Consolidated Company
£'000 £'000 £'000 £'000
2022 2021 2022 2021
(c) Financial assets at fair value through profit or loss:
Investment in Power Metal Resources Plc 395 - 395 -
395 - 395 -
The initial investment comprised 48,618,920 Power Metal Resources Plc Ordinary
shares (POW Shares) being the 500,000 POW Shares received as part of the
exclusivity fee under the Option Agreement for the sale of the Pilot Mountain
project and 48,118,920 POW Shares received upon completion of the divestment
on 29 October 2021. (Refer Note 7a)
Owing to its listing on the London Stock Exchange, Power Metal Resources Plc
is categorised as a Level 1 investment within the fair value hierarchy in IFRS
13. The 48,618,920 POW shares were initially recognised at £948,000 being
valued at the closing price of £0.0195 for POW Shares on the London Stock
Exchange on 31 August 2021 (being the day prior to execution of the Option
Agreement).
The POW Shares were then revalued to fair value at 31 December 2021 of
£744,000, based on the closing price of £0.0153 for Power Metal Ordinary
Shares on that date. The revaluation decrement of (£204,000) was recognised
as a fair value adjustment through the Company's Profit or Loss (FVTPL).
A further 4,000,000 POW Shares were received (along with £50,000 cash) for
relinquishing a milestone entitlement that had been part of the Pilot Mountain
Sale Agreement. The 4,000,000 POW Shares were recognised at fair value of
£57,000 (refer Note 7a).
4,500,000 POW shares were sold on market (refer Note 8(e)).
The remaining 48,118,920 POW Shares were revalued to fair value as of 30 June
2022 at £395,000, being revalued at LSE closing price of £0.0082 for POW
Shares on that date. A further revaluation decrement of (£338,000) was
recognised as a fair value adjustment through the Company's Profit or Loss
(FVTPL). The total revaluation decrement recognised at 31 December 2021 and
30 June 2022 was (£542,000).
Of the 48,118,920 POW Shares held at 30 June 2022, 12,029,730 are freely
tradeable with the remainder subject to a voluntary escrow. A further
12,029,730 becomes tradeable at each of the following dates: 31 July 2022, 31
October 2022 and 31 January 2023.
Consolidated Company
£'000 £'000 £'000 £'000
2022 2021 2022 2021
(d) Investments accounted for using the equity method:
A reconciliation of the carrying amount of the investments in the company is
set out below:
EnviroCopper Ltd
Conversion of loan to equity 391 391 - -
Additional investment 170 170 - -
Initial cost of the equity accounted investment 561 561 - -
Share of profit of associate, accounted for using the equity method 21 22 - -
Share of foreign currency translation reserve 7 (19) - -
589 564 - -
EnviroCopper Limited (EnviroCopper), via its subsidiary Environmental Copper
Recovery SA Pty Ltd (ECR), holds an agreement to earn, in two stages, up to
75% of the rights over metals which may be recovered via in-situ recovery
(ISR) contained in the Kapunda deposit, from Australian listed company,
Terramin Australia Limited (ASX: TZN). Another subsidiary of EnviroCopper,
Environmental Metals Recovery Pty Ltd (EMR) has a right to earn up to a 75%
interest in the Moonta Copper Project, which comprises the northern section of
exploration licence EL5984 held by Andromeda Metals Limited (ASX: ADN).
Prior to 30 July 2020, Thor had been investing in EnviroCopper's subsidiary
ECR through convertible notes. On 30 July 2020, Thor announced the
conversion of $700,000 (£391,000) of its convertible loan to a 25% interest
in EnviroCopper Limited (ECL) and exercised its right to nominate a Board
representative. Accordingly, the investment commenced accounted for using
the equity method from the date of loan conversion to equity. On the 11
November 2020, the Company further announced that it had increased its
investment in ECR through the payment of A$300,000 (£170,000) to increase its
ownership interest to 30%.
The tables below provide summarised consolidated financial information for
EnviroCopper Limited and its wholly owned subsidiaries Environmental Copper
Recovery SA Pty Ltd and Environmental Metals Recovery Pty Ltd. The information
disclosed reflects the amounts presented in the financial statements of the
relevant associate and not Thor's share of those amounts. They have been
amended to reflect adjustments made by Thor when using the equity method,
including modifications for differences in accounting policies.
Summarised financial information for EnviroCopper Ltd
Audited Audited
£'000 £'000
2022 2021
Summarised statement of financial position:
ASSETS
Current assets
Cash and cash equivalents 155 648
Other current assets 102 13
Provision for income tax 89 133
Total current assets 346 794
Non current assets
Plant and equipment 32 31
Right-of-use assets 19 28
Total non current assets 51 59
TOTAL ASSETS 397 853
LIABILITIES
Current liabilities
Trade and other payables 12 66
Contract liabilities - 434
Current lease liabilities 11 10
Total current liabilities 23 510
Non current liabilities
Deferred tax liability 27 -
Non current lease liability 8 18
Total non current liabilities 35 18
TOTAL LIABILITIES 58 528
NET ASSETS 339 325
Summarised statement of comprehensive income:
Total income 707 795
Less expenses (606) (602)
Net profit before tax 101 193
Tax expense (102) (122)
Net profit/(loss) after tax (1) 71
Thor's Share of Net profit/(loss) - 22
(e) Profit or loss on the sale of investments:
4,500,000 POW shares were sold on market for £0.013 per share for proceeds of
£58,000 and a loss on sale of (£11,000) - for further details refer Note
8(c).
9. Deposits
Consolidated Company
£'000 £'000 £'000 £'000
2022 2021 2022 2021
Deposits with banks and Government agencies 68 41 - -
68 41 - -
10. Right of use asset
The Company's Right of use assets relates to leased office space. The lease
has been fully extinguished during the year and has not been renewed.
Options to extend or terminate
The Company's lease contains no option to extend.
Variable lease payments
The company does not have any variable lease payments.
Consolidated Company
£'000 £'000 £'000 £'000
2022 2021 2022 2021
(i) IFRS 16 related amounts recognised in the Statement of Financial
Position
Leased building 10 70 - -
Less: accumulated depreciation (10) (60) - -
Right of use asset - 10 - -
Movements in Carrying Amount
Opening balance 10 41 - -
Recognised on initial application of IFRS16 (previously classified as an - - - -
operating lease)
Depreciation expense (10) (31) - -
- 10 - -
(ii) IFRS 16 related amounts recognised in the Statement of Comprehensive
Income/(Loss)
Depreciation charge related to right of use asset (10) (31) - -
Interest expense on lease liabilities - (1) - -
Short term lease expenses (24) - - -
-
(iii) Total Full Year cash out flows for leases (10) (30) - -
11. Property, plant and equipment Consolidated Company
£'000 £'000 £'000 £'000
Plant and Equipment: 2022 2021 2022 2021
At cost 128 60 - -
Accumulated depreciation (66) (53) - -
Total Property, Plant and Equipment 62 7 - -
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property, plant and
equipment between the beginning and the end of the current financial year.
At 1 July 7 7 - -
Additions 60 8 - -
Foreign exchange impact, net - - - -
Depreciation expense (5) (8) - -
At 30 June 62 7 - -
12. Trade receivables and other assets
Consolidated Company
£'000 £'000 £'000 £'000
Current 2022 2021 2022 2021
Trade and other receivables 196 36 9 22
Prepayments 40 24 2 -
236 60 11 22
At 30 June 2022 all trade and other receivables were fully performing. No
ageing analysis is considered necessary as the Group has no significant trade
receivable receivables which would require such an analysis to be disclosed
under the requirements of IFRS 9.
The above trade receivables and other assets are held predominantly in
Australian Dollars.
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above. The Group does not hold any
collateral as security.
13. Current trade and other payables
Consolidated Company
£'000 £'000 £'000 £'000
2022 2021 2022 2021
Trade payables (332) (201) (14) (33)
Other payables (65) (105) (16) -
(397) (306) (30) (33)
The carrying amounts of the Group and Company's trade and other payables are
denominated in the following currencies:
UK Pounds (30) (33) (30) (33)
Australian Dollars (367) (273) - -
(397) (306) (30) (33)
14. Lease liability
Consolidated Company
£'000 £'000 £'000 £'000
2022 2021 2022 2021
Lease Liability is represented by:
Current - 10 - -
Non Current - - - -
Total Lease Liability - 10 - -
15. Issued share capital
2022 2021
£'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)) 761 761
2,014,341,411 Ordinary shares of £0.0001 each 201 162
(2021: 982,870,766 'Deferred Shares' of £0.0029 each, 7,928,958,500 'A
Deferred Shares' of £0.000096 each and 1,625,719,488 ordinary shares of
£0.0001 each)
3,812 3,773
Movement in share capital
2022 2021
Ordinary shares of £0.0001 Number £'000 Number £'000
At 1 July 1,625,719,488 3,773 1,224,996,863 3,733
Shares issued for cash 343,076,923 34 319,818,629 32
Shares issued in lieu of Directors fees - - 5,821,663 1
Shares issued for acquisitions 15,625,000 2 54,500,000 5
Shares issued to service providers 7,200,000 1 8,015,666 1
Warrants Exercised 22,720,000 2 12,566,667 1
At 30 June 2,014,341,411 3,812 1,625,719,488 3,773
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.
Warrants and Options on issue
The following warrants (UK terminology) and options (Australian terminology)
have been granted by the Company and have not been exercised as at 30 June
2022:
Number Grant Date Expiry Date Exercise Price
61,875,000(4) 28 Sep 2020 28 Sep 2022 GBP£0.01
26,500,000(6) 23 Oct 2020 23 Oct 2022 GBP£0.01
8,333,000(8) 20 Jan 2021 10 Nov 2022 AUD$0.03
5,000,000(12) 25 Jun 2021 4 Dec 2022 USD$0.0175
44,117,648(9) 27 Jan 2021 27 Jan 2023 GBP£0.016
20,280,000(1) 8 Jul 2020 8 Jul 2023 AUD$0.01
94,300,000(2) 8 Jul 2020 8 Jul 2023 AUD$0.01
16,000,000(3) 8 Jul 2020 8 Jul 2023 AUD$0.0095
7,500,000(5) 29 Sep 2020 28 Sep 2023 AUD$0.026
4,000,000(7) 23 Oct 2020 23 Oct 2023 GBP£0.0054
5,647,058(10) 27 Jan 2021 27 Jan 2024 GBP£0.0085
2,433,526(11) 28 May 2021 4 Mar 2024 GBP£0.010273
36,000,000(13) 22 Nov 2021 22 Nov 2025 GBP£0.13
31,250,000(14) 26 Nov 2021 25 Nov 2026 AUD$0.03
95,333,333(15) 22 Dec 2021 20 Dec 2023 AUD$0.015
95,333,333(16) 22 Dec 2021 20 Dec 2023 AUD$0.02
14,400,000(17) 17 May 2022 12 May 2025 AUD$0.025
53,846,153(18) 17 Aug 2021 17 Aug 2023 GBP£0.013
7,692,308(19) 20 Aug 2021 17 Aug 2023 GBP£0.013
629,841,359 Total outstanding
Share options (termed warrants in the UK) carry no rights to dividends and no
voting rights.
(1) ASX listed options granted to lead broker of a capital raise.( )
(2) ASX listed options granted to investors as part of a capital raise.
(3) Options were granted to Directors of the Company, as approved by
shareholders.
(4) Granted to investors as part of a capital raise 28 September 2020.
(5) Options granted to employees under the terms of the company's shareholder
approved employees share option plan.
(6) Granted to investors as part of a capital raise.
(7) Granted to lead broker of a capital raise.( )
(8) Options granted as part of the consideration for the acquisition of
additional Ragged Range tenements.
(9) Granted to investors as part of a capital raise.
(10) Options granted to lead investor of placement.
(11) Options granted to a service provider.
(12) Options granted to a service provider. The Options vest at the rate of
1,000,000 per month commencing June 2021.
(13) Options were granted to Directors of the Company, as approved by
shareholders.
(14) Options granted as part of the consideration for an acquisition.
(15) Granted to investors as part of a capital raise.
(16) Granted to investors as part of a capital raise.
(17) Options granted to employees under the terms of the Company's shareholder
approved employees share option plan.
(18) Granted to investors as part of a capital raise.
(19) Granted to investors as part of a capital raise.
The following reconciles the outstanding warrants and options at the beginning
and end of the financial year
Number Number of Warrants Weighted Average Exercise Price (GBP)
Balance at the beginning of the year 393,265,055 0.0120
Granted during the year 333,855,127 0.0111
Lapsed during the year (74,558,823) 0.0130
Exercised during the year (22,720,000) 0.0056
Balance at the end of the year 629,841,359 0.0103
The options outstanding at 30 June 2022 had a weighted average remaining
number of days until expiry of 370 (2021: 575 days).
16. Share based payments reserve
2022 2021
£'000 £'000
At 1 July 314 275
Options exercised or lapsed
Exercised 14,720,000 service provider options @ £ 0.00156 (23) -
Exercised 8,000,000 options @ £0.001720 (14) -
Lapsed 26,500,000 options @ £ 0.002582 (68) -
Exercised 9,450,000 options @ £0.0013 - (12)
Lapsed 10,000,000 @ £0.0098 - (98)
Lapsed 5,000,000 @ £0.0034 - (17)
Lapsed 15,000,000 @ £0.0053 - (80)
(105) (207)
Options expensed through the Statement of comprehensive income
36,000,000 options issued @ £0.00656 236 -
5,000,000 options to a service provider @ £0.003620 (1) 9 -
Issued 14,400,000 ESOP @ £0.006300 (2) 40 -
Issued 24,000,000 to Directors @ £0.00170 - 41
Issued 7,500,000 ESOP @ £0.0051 - 38
Issued 4,000,000 to service provider @ £0.0066 - 27
Issued 6,000,000 to a service provider @ £0.0036 - 9
Issued 2,433,526 to service a provider @ £0.0045 - 11
285 126
Options recognised as capital raising costs
Issued 22,000,000 to a service provider @ £ 0.00466 102
Issued 22,000,000 to a service provider @ £ 0.00306 68
Issued 5,647,058 to a service provider @ £0.0058 - 32
Issued 35,000,000 to a service provider @ £0.0016 - 55
170 87
Options issued for an acquisition
31,250,000 options issued @ £0.00646 202
Issued 8,333,000 for tenements acquired @ £0.0039 - 33
202 33
At 30 June 866 314
(1) In June 2021, 6,000,000 options were issued to a service provider. The
options vested at 1,000,000 per month. The fair value of the options was
being expensed over their vesting periods. 1,000,000 of the options were
relinquished prior to vesting.
(2) 4,800,000 of 14,400,000 options valued at £0.006300; 9,600,000 options
are to be expensed over their vesting period.
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 in
the balance of the Share Based Payments Reserve as at 30 June 2022 or lapsed
during the year ended 30 June 2022.
(i) Options comprising the share-based payments reserve at 30 June 2022
20,280,000 granted to a broker on 8 July 2020
Dividend yield 0.00%
Underlying Security spot price £0.0035
Exercise price A$0.010
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option £0.0016
16,000,000 granted to directors 8 July 2020
Dividend yield 0.00%
Underlying Security spot price £0.0035
Exercise price A$0.0095
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option £0.0017
4,000,000 granted to a service provider 23 October 2020
Dividend yield 0.00%
Underlying Security spot price £0.0093
Exercise price £0.0054
Standard deviation of returns 100%
Risk free rate 0.13%
Expiration period 3 yrs
Black Scholes valuation per option £0.0066
7,500,000 granted ESOP 29 September 2020
Dividend yield 0.00%
Underlying Security spot price £0.0095
Exercise price A$0.0260
Standard deviation of returns 100%
Risk free rate 0.17%
Expiration period 3 yrs
Black Scholes valuation per option £0.0051
8,333,000 granted for an acquisition 20 January 2021
Dividend yield 0.00%
Underlying Security spot price £0.00998
Exercise price A$0.030
Standard deviation of returns 108%
Risk free rate 0.08%
Expiration period 1.72yrs
Black Scholes valuation per option £0.0039
5,000,000 granted to a service provider 25 June 2021
Dividend yield 0.00%
Underlying Security spot price £0.00925
Exercise price USD$0.0175
Standard deviation of returns 102%
Risk free rate 0.030%
Expiration period 1.5 yrs
Black Scholes valuation per option £0.0036
5,647,058 granted to service provider 27 January 2021
Dividend yield 0.00%
Underlying Security spot price £0.00925
Exercise price £0.0085
Standard deviation of returns 98%
Risk free rate 0.110%
Expiration period 3yrs
Black Scholes valuation per option £0.0058
2,433,526 granted to service provider 28 May 2021
Dividend yield 0.00%
Underlying Security spot price £0.0083
Exercise price £0.010273
Standard deviation of returns 96%
Risk free rate 0.130%
Expiration period 3yrs
Black Scholes valuation per option £0.0045
36,000,000 granted to Directors on 22 November 2021
Dividend yield 0.00%
Underlying Security spot price £0.0087
Exercise price £0.0130
Standard deviation of returns 126%
Risk free rate 0.87%
Expiration period 4yrs
Black Scholes valuation per option £0.00656
Fair value expensed as a share-based payment
31,250,000 granted for acquisition 26 November 2021
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.030
Standard deviation of returns 126%
Risk free rate 1.44%
Expiration period 5yrs
Black Scholes valuation per option £0.00646
Fair value capitalised as part of the cost of acquisition (refer Note 7)
22,000,000 granted to a service provider on 20 December 2021
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.02
Standard deviation of returns 126%
Risk free rate 0.53%
Expiration period 2yrs
Black Scholes valuation per option £0.00466
Fair Value recognised as part of the cost of the capital raising.
22,000,000 granted to a service provider on 20 December 2021
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.015
Standard deviation of returns 98%
Risk free rate 0.53%
Expiration period 1yr
Black Scholes valuation per option £0.00306
Fair Value recognised as part of the cost of the capital raising.
14,400,000 granted under an ESOP on 17 May 2022
Dividend yield 0.00%
Underlying Security spot price A$0.016
Exercise price A$0.025
Standard deviation of returns 128%
Risk free rate 2.51%
Expiration period 3yrs
Black Scholes valuation per option £0.0063
4,800,000 Options vested immediately and were fully expensed when granted.
4,800,000 Options vest 12 May 2023 and are being expensed over their vesting
period.
4,800,000 Options vest 12 May 2024 and are being expensed over their vesting
period.
(ii) Options exercised or lapsed in the year ended 30 June 2022
26,500,000 lapsed (granted for an acquisition on 23 May 2019)
Dividend yield 0.00%
Underlying Security spot price £0.0085
Exercise price £0.013
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 3.16yrs
Black Scholes valuation per option £0.0026
14,720,000 exercised (granted to service provider on 8 July 2020)
Dividend yield 0.00%
Underlying Security spot price £0.0035
Exercise price A$0.010
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option £0.0016
8,000,000 exercised (granted to directors 8 July 2020)
Dividend yield 0.00%
Underlying Security spot price £0.0035
Exercise price A$0.0095
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option £0.0017
17. Analysis of changes in net cash and cash equivalents
1 July 2021 Cash flows Non-cash changes 30 June 2022
£'000 £'000 £'000 £'000
Cash at bank and in hand - Group 783 385 5 1,173
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to the Group
mineral exploration permits. The Group's total annual exploration commitments,
including rent, at 30 June 2022 were £293,000 (2021: £297,000). No
provision has been made in the financial statements for these amounts as the
expenditure is expected to be fulfilled in the normal course of the operations
of the Group.
b) Claims of native title
The Directors are aware of native title claims which cover certain tenements
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 2022, 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:
2022 2021
£'000 £'000
Sterling 145 663
Australian Dollars 1,028 120
1,173 783
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.
For investments in listed shares, the fair values have been determined based
on closing quoted bid prices at the end of the reporting period.
For investments in unlisted shares, the fair values have been determined using
the most recently observed purchase price. Investments held (refer to note 8)
are classified as level 1 and level 3 assets on the fair-value hierarchy with
regards to value.
2022 2021
Carrying Amount £'000 Fair Value £'000 Carrying Amount £'000 Fair Value £'000
Financial assets measured at fair value:
Investment in Power Metal Resources Plc (level 1) 395 395 - -
Financial assets not measured at fair value:
Cash and cash equivalents 1,173 1,173 783 783
Trade & other receivables 236 236 60 60
Deposits supporting performance guarantees 68 68 41 41
Financial liabilities:
Trade and other payables 397 397 306 306
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 2022 - Group < 1 year >1 to <2 Years >2 to <5 Years
£'000 £'000 £'000 £'000
Financial Assets
Fixed rate
At call Account - AUD 0% 1,028 - - 1,028
At call Account - STG 0.00% 145 - - 145
1,173 - - 1,173
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
30-June 2021 - Group
Financial Assets
Fixed rate
At call Account - AUD 0% 120 - - 120
At call Account - STG 0.05% 663 - - 663
783 - - 783
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
20. Related party transactions
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries to enable those companies
to carry out their operations. At 30 June 2022, the estimated recoverable
amount converted to £12,672 (refer Note 8(b)).
Thor Mining PLC engages the services of Druces LLP Solicitors, a company in
which Mr Stephen Ronaldson is a Partner. Mr Ronaldson is the UK based Company
Secretary of Thor. During the year £26,066 was paid to Druces LLP
Solicitors (2021: £16,402) on normal commercial terms.
Transactions with Directors and Director related entities are disclosed in
Note 4.
21. Subsequent events
There were no material events arising subsequent to 30 June 2022 to the date
of this report which may significantly affect the operations of the Group or
Company, the results of those operations and the state of affairs of the Group
or Company in the future.
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