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REG - Thor Explorations Ld - Q2 & H1 2025 FINANCIAL & OPERATING RESULTS

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RNS Number : 8871U  Thor Explorations Ltd  12 August 2025

 

 

 

 

NEWS RELEASE

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR

DISTRIBUTION TO U.S. WIRE SERVICES

 

 

 

 August 12, 2025  TSXV/AIM: THX

 

THOR EXPLORATIONS ANNOUNCES FINANCIAL AND OPERATING RESULTS, FOR THE THREE AND
SIX MONTHS ENDING JUNE 30, 2025

 

Thor Explorations Ltd. (TSXV / AIM: THX) ("Thor Explorations", "Thor" or the
"Company") is pleased to provide an operational and financial review for its
Segilola Gold mine, located in Nigeria ("Segilola"), and for the
Company's mineral exploration properties located in Nigeria and Senegal for
the three months ("Q2 2025" or the "Period") and six months to June 30, 2025
("H1 2025").

 

The Company's Unaudited Condensed Interim Consolidated Financial Statements
together with the notes related thereto, as well as the Management's
Discussion and Analysis for the three and six months ended June 30, 2025, are
available on Thor Explorations' website at
https://thorexpl.com/investors/financials/
(https://thorexpl.com/investors/financials/) .

 

All figures are in US dollars ("US$") unless otherwise stated.

 

Financial Highlights for Q2 2025 and H1 2025

 

·      25,900 ounces ("oz") of gold ("Au") sold in Q2 2025 with an
average gold price of US$3,187 per oz.

·      Cash operating cost of US$715 per oz sold and all-in sustaining
cost ("AISC") of US$915 per oz sold.

·      In Q2 2025 the Company achieved quarterly records in revenue,
EBITDA and net profit:

 

o  Q2 2025 revenue of US$82.7 million (Q2 2024: US$53.8 million) and H1 2025
of US$146.8 million (H1 2024: US$87.1 million).

 

o  Q2 2025 EBITDA of US$60.3 million (Q2 2024: US$37.6 million) and H1 2025
of US$103.9 million (H1 2024: US$60.9 million).

 

o  Q2 2025 net profit of US$51.6 million (Q2 2024: US$33.7 million) and H1
2025 of US$86.1 million (H1 2024: US$39.9 million).

 

·      Net cash of US$52.8 million as at June 30, 2025.

 

 

Operational Highlights for Q2 2025 and H1 2025

 

Segilola Production

 

·      Gold Poured totalled 22,784 oz for Q2 2025, and 45,574 oz for H1
2025 (Q2 2024: 21,742 oz; H1 2024: 40,285 oz).

o  Mill feed grade for Q2 2025 was 3.12 g/tAu with recovery at 93.1%.

 

o  A total of 238,425 tonnes of ore were processed with no significant
downtime periods.

o  The process plant maintained good recovery performance in Q2 2025 reducing
the gold in circuit ("GIC") by 555 oz of gold.

 

o  The stockpile balance decreased by 0.74% to 41,092 tonnes of ore at an
average grade of 0.84g/tAu. The significant stockpile available offers
flexibility and low risk for future process plant production.

 

 

Segilola Exploration

 

·      The focus was on Segilola Underground Resource drilling and
developing near mine drill targets as the Company works to extend the current
Segilola mine life.

 

·      A diamond drilling program continued during Q2 2025, with 4,418
metres ("m") completed in 12 holes to test the depth extensions of the
Segilola deposits.

 

 

o  The drilling continued subsequently to the end of the Period and will
continue through to the end of the calendar year.

 

o  Following the arrival of three drilling rigs at Segilola post period end,
purchased earlier this year, the Company now intends to increase its rate of
exploration drilling once they have been commissioned.

 

·      The Company is now aiming to define an updated resource for
Segilola by the end of 2025.

 

·      Regional exploration activities progressed in Q2 2025:

 

o  The Company continued with geochemical target generation, mainly south of
Segilola, with a total of 5,051 geochemical samples collected in the Period.

 

o  Exploration activity included a drone aeromagnetic survey over the
Company's existing and new tenure located to the south of the Segilola Mine. A
total of 26 square kilometres ("km(2)") was covered during the Period and the
data submitted to Southern Geoscience for processing and interpretations.

o  A follow-up drilling program designed to test surrounding geochemical
signatures and potential extensions along strike commenced towards the end of
the Period.

 

Douta Gold Project - Senegal

 

·      During Q2 2025, the Company commenced and subsequently completed
a 12,000m drilling program at the Baraka 3 Prospect in its Douta-West Licence,
which lies contiguous to the west of the original Douta licence.

 

o  It is anticipated that the assay results from the drilling program will be
fully received in Q3 2025, following which a Baraka 3 resource will be
incorporated into the existing Douta Resource.

 

·      The Company's strategy is to combine both the Douta and
Douta-West licences and scale up the size of a combined Douta Project for the
Douta Preliminary Feasibility Study ("PFS").

 

·      As part of the Company's strategy of delineating an initial
500,000 oz oxide resource at the start of the Douta mine life, metallurgical
test work was carried out in Q2 2025 with encouraging initial results.

o  Subject to finalising metallurgical tests on the Baraka ore, the Company
anticipates that incorporating the Baraka resource into the Douta project will
enable the Company to satisfy or exceed the oxide target.

 

Côte d'Ivoire

 

·      At the Guitry Project, the Company completed a 3,000m drilling
program at the Krakouadiokro target, with the initial set of results
(announced following the end of the Period) confirming gold mineralisation at
depth.

 

o  Highlights of the assay results received to date include 14m at 2.59g/tAu
from surface, 4m at 6.87 g/tAu from 38m, 5m at 7.48 g/tAu from 5m and 10m at
10.36g/t Au from 57m.

 

o  Further exploration at the Krakouadiokro Prospect will include both infill
and step-out drilling.

 

o  Drilling will also commence on numerous geochemical anomalies at both the
Krakouadiokro and Gbaloukro Prospects, many of which remain untested or only
partially tested.

 

·      Exploration work at the Marahui Project has included further
geological mapping and geological sampling, with more than 250 samples
collected and encouraging initial results returned. This exploration work has
has generated several prospective drill targets.

 

o  The Company is to carry out an airborne magnetic survey, and has designed
a 6,000m drilling program to commence late in Q3 2025.

Environment, Social and Governance

 

·      Continued operational efficiencies achieved through the process
plant upgrades implemented in 2024 have resulted in environmental benefits:

 

o  Use of fresh process water (ML/tonne ore processed) continued to decrease,
supported by an 84% year-on-year increase in reclaimed water volumes from the
Tailings Management Facility.

 

o  Energy intensity (GJ/oz gold produced) improved to 1.84 GJ/oz, compared to
1.90 GJ/oz in Q2 2024.

o  Emissions intensity (tCO₂e/oz gold produced) decreased to 0.51, down
from 0.55 in the same period of 2024.

 

·      Notable milestones with respect to the Company's corporate ESG
activities for Q2 2025 include:

 

o  Completion and commissioning of the Oba's palace, which also serves as a
community meeting hall.

 

o  Delivery of nine minibuses (three per host community) to community-managed
transport cooperatives under the Youth Initiative Programme.

 

o  Hosting of the inter-host community football competition in May, with
eight men's and four women's teams participating for trophies and cash prizes.

 

·      As at June, 30, 2025, total employment at the Segilola Mine stood
at 2,125, 99% of which are Nigerian. Of this figure, 48% are from Osun State,
and 27% of the workforce is from three host communities surrounding the mine.

 

·      In Senegal, the ASR Douta team supported local initiatives
through sponsorship of an academic award for the top-performing student at a
local primary school and through food donations made during the Eid
celebrations.

 

Outlook

 

·      FY2025 production guidance of 85,000 to 95,000 oz maintained,
while AISC guidance remains at US$800 to US$1,000 per oz.

 

·      Advance exploration program across the portfolio:

 

o  Segilola: continuation of ongoing underground drilling program.

 

o  Nigeria: continuation of scout drilling programs on identified near-mine
and regional targets.

 

o  Senegal (Douta Project): Assay results from drilling program at Baraka 3
prospect  to be incorporated into the Douta PFS mine plan.

o  Côte d'Ivoire: Exploration being advanced on the Guitry, Marahui and
Boundiali licenses, with further drilling to occur on Guitry and drilling to
commence on Marahui where drill targets have been delineated.

 

·      Continued advancement of the Douta project towards an updated
resource and PFS.

 

Segun Lawson, President & CEO, stated:

 

"I am pleased with the Company's operational performance for the second
quarter and first half of 2025, with record quarterly figures across revenue,
EBITDA and net profit. We were unhedged and exposed to the high gold price
environment, resulting in a record-breaking quarter. Revenue in Q2 2025
increased by 54% year on year, with net profit rising by 50% year on year. We
ended the Period more than doubling our net cash position from the previous
quarter to US$52.8 million.

 

"These financial achievements are not only reflective of a favourable gold
price, but our continued cost discipline and operational efficiencies. During
the Quarter, we produced and sold over 22,700 ounces of gold at an average
price of US$3,187 per ounce, with a recovery rate of 93.1%.

 

"Exploration work has progressed at Segilola, with a focus on Segilola
Underground Resource drilling as the company works to extend the current
Segilola mine life. A drilling program is ongoing, which has been evolving to
test different interpretations of the down dip mineralisation at Segilola. We
will continue to drill through to the end of the calendar year when we aim to
define an updated resource for Segilola.

 

"We are also continuing with our regional exploration in Nigeria, with
geochemical target generation resulting in a follow-up drilling program which
commenced towards the end of the Period.

 

"At the Douta Project in Senegal, the Period saw the commencement and
completion of a 12,000m drilling campaign at the Baraka 3 Prospect, in the
Douta-West license. We expect to receive assay results in Q3 2025, which will
be fed into the existing Douta Resource. This is part of our strategy to
combine both the Douta and Douta-West licences and scale up the size of a
combined Douta Project for the Douta Pre-Feasibility Study.

 

"In Côte d'Ivoire, we completed a drilling program at the Guitry Project,
with initial results confirming gold mineralisation at depth. Further drilling
at Guitry, as well as initial drilling at Marahui, where targets have been
delineated, is due to commence following the rainy season in late Q3 2025.

 

"We have been encouraged by our exploration results to date across the entire
portfolio and have increased our exploration budget for the remainder of the
year. In doing so, we believe we are well positioned to deliver value to our
shareholders.

 

"Looking ahead, our operational guidance for 2025 remains unchanged at 85,000
to 95,000 ounces of gold at an AlSC of $800-$1,000 per ounce. I look forward
to updating shareholders in due course on our continued progress on
exploration and further developments across our project portfolio."

 

 

Investor webinar to discuss H1 2025 Financial & Operating Results

 

Thor is pleased to announce that Segun Lawson, President and CEO, will provide
a live investor session via the Investor Meet Company platform on Thursday
14 August 2025 at 3:00pm BST.

 

The session will discuss in detail the announced H1 2025 Financial &
Operating Results.

 

The presentation is open to all existing and potential investors. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until
9:00 am the day before the meeting or at any time during the live
presentation.

 

Investors can sign up to Investor Meet Company for free and add to meet Thor
Explorations plc via:

 

https://www.investormeetcompany.com/thor-explorations-ltd/register-investor
(https://www.investormeetcompany.com/thor-explorations-ltd/register-investor)

 

Investors who already follow Thor Explorations on the Investor Meet Company
platform will automatically be invited.

 

Whilst the Company may not be able to answer every individual question, the
aim is to address the issues raised by investors

Responses to the Q&A will be published at the earliest opportunity on the
Investor Meet Company platform following the presentation

Investor feedback can also be submitted directly to management after the event
to ensure the Company can understand all investor views.

 

For further information, please email: thorexplorations@yellowjerseypr.com
(mailto:thorexplorations@yellowjerseypr.com)

 

 

About Thor Explorations

 

Thor Explorations Ltd. is a mineral exploration company engaged in the
acquisition, exploration, development and production of mineral properties
located in Nigeria, Senegal and Burkina Faso. Thor Explorations holds a 100%
interest in the Segilola Gold Project located in Osun State, Nigeria and has a
70% economic interest in the Douta Gold Project located in south-eastern
Senegal. Thor Explorations trades on AIM and the TSX Venture Exchange under
the symbol "THX".

 

Qualified Person

The above information has been prepared under the supervision of Alfred
Gillman (Fellow AusIMM, CP), who is designated as a "qualified person" under
National Instrument 43-101 and the AIM Rules and has reviewed and approves the
content of this news release. He has also reviewed QA/QC, sampling, analytical
and test data underlying the information.

 

THOR EXPLORATIONS LTD.

Segun Lawson

President & CEO

 

 

THOR EXPLORATIONS LTD.

 

For further information please contact:

 

Thor Explorations Ltd

Email: info@thorexpl.com (mailto:info@thorexpl.com)

 

Canaccord Genuity (Nominated Adviser & Broker)

Henry Fitzgerald-O'Connor / James Asensio / Harry Rees

Tel: +44 (0) 20 7523 8000

 

Hannam & Partners (Broker)

Andrew Chubb / Matt Hasson / Jay Ashfield / Franck Nganou

Tel: +44 (0) 20 7907 8500

 

BlytheRay (Financial
PR)

Tim Blythe / Megan Ray / Said Izagaren

Tel: +44 207 138 3203

 

Yellow Jersey PR (Financial PR)

Charles Goodwin / Shivantha Thambirajah

Tel:  +44 (0) 20 3004 9512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2025, and 2024

(in thousands of United States Dollars)

 

NOTICE TO READER

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an
auditor has not performed a review of the condensed interim consolidated
financial statements, they must be accompanied by a notice indicating that the
financial statements have not been reviewed by an auditor.

 

The accompanying unaudited condensed interim consolidated financial statements
of the Company have been prepared by and are the responsibility of the
Company's management.

 

The Company's independent auditor has not performed a review of these
financial statements in accordance with standards established by the Canadian
Institute of Chartered Accountants for a review of condensed interim
consolidated financial statements by an entity's auditor.

 

 

 

 

 

 

THOR EXPLORATIONS LTD.

 

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025, AND 2024

In thousands of United States dollars, except where noted (unaudited)

 

1.   CORPORATE INFORMATION

Thor Explorations Ltd. (the "Company"), together with its subsidiaries
(collectively, "Thor" or the "Group") is a West African focused gold producer
and explorer, dual-listed on the TSX-Venture Exchange (THX.V) and the
Alternative Investment Market of the London Stock Exchange (THX.L).

 

The Company was formed in 1968 and is organized under the Business
Corporations Act (British Columbia) (BCBCA) with its registered office at 550
Burrard St, Suite 2900 Vancouver, BC, CA, V6C 0A3

 

2.   BASIS OF PREPARATION

 

a)   Statement of compliance

 

These condensed interim consolidated financial statements ("interim financial
statements") have been prepared in accordance with International Accounting
Standard 34, Interim Financial Reporting, of International Financial Reporting
Standards as issued by the International Accounting Standards Board ("IFRS").

These interim financial statements should be read in conjunction with the
audited consolidated financial statements for the year ended December 31,
2024, which have been prepared in accordance with IFRS.

These interim financial statements were authorized for issue by the Board of
Directors on August 11, 2025.

b)   Basis of measurement

 

These interim financial statements are presented in United States dollars
("US$").

These interim financial statements have been prepared on a historical cost
basis, except for certain financial instruments that are measured at fair
value at the end of each reporting period.

The Group's accounting policies have been applied consistently to all periods
in the preparation of these interim financial statements. In preparing the
Group 's interim financial statements for the three months ended June 30,
2025, the Group applied the critical judgments and estimates as disclosed in
note 3 of its annual financial statements for the year ended December 31,
2024.

These interim financial statements include the accounts of the Company and its
subsidiaries. Subsidiaries are entities controlled by the Company, which is
defined as having the power over the entity, rights to variable returns from
its involvement with the entity, and the ability to use its power to affect
the amount of returns. All intercompany transactions and balances are
eliminated on consolidation. The Company's subsidiaries at June 30, 2025 are
consistent with the subsidiaries as at December 31, 2024 as disclosed in note
3 to the annual financial statements.

None of the new standards or amendments to standards and interpretations
applicable during the period has had a material impact on the financial
position or performance of the Group. The Group has not early adopted any
standard, interpretation or amendment that was issued but is not yet
effective.

 

3.   PROFIT FROM OPERATIONS

 

3a. REVENUE

                                                                 Three months ended                Six months ended

                                                                 June 30,                          June 30,
                                                                        2025            2024             2025        2024
 Gold revenue                                                           82,556          54,454           144,439           89,872
 Silver revenue                                                         238             329              518               357
 Unrealized fair value movements on forward gold sale contracts          -               (907)           1,900              (3,047)
                                                                 $      82,794   $      53,876     $     146,857     $     87,188

 

Gold revenue

The Group`s revenue is generated in Nigeria. All sales are made to the Group`s
two customers. However, because gold can be sold through numerous gold market
traders worldwide (including a large number of financial institutions), the
Group is not economically dependent on a limited number of customers for the
sale of its product.

Forward contracts

As at June 30, 2025, the Group had no outstanding gold forward contracts
(December 31, 2024: 5,500 ounces at an average gold price of $2,277 per
ounce). The contracts were entered into to manage exposure to fluctuations in
the gold price.

The Group does not apply hedge accounting to these instruments. Accordingly,
the forward contracts were measured at fair value through profit or loss. The
fair value of forward contracts was nil at June 30, 2025 (December 31, 2024:
liability of $1.9 million), with the liability previously recognized within
other financial liabilities.

 

3b. COST OF SALES

                                                                           Three months ended            Six months ended

                                                                           June 30,                      June 30,
                                                                                  2025           2024           2025           2024
 Mining                                                                           7,618          3,474          14,732         8,143
 Processing                                                                       7,918          8,303          14,176         10,746
 Support services and others                                                      1,814          955            3,463          1,559
 Foreign exchange (gains)/losses on production costs                              (119)          363            (63)           (728)
 Production costs                                                          $      17,231  $      13,095  $      32,308  $      19,720
 Transportation and refining                                                      810            568            1,514          1,026
 Royalties                                                                        724            466            1,394          684
 Amortization and depreciation - operational assets - owned assets                7,115          6,245          14,294         12,548
 Amortization and depreciation - operational assets - right-of-use assets         1,159          1,160          2,319          2,322
 Cost of sales                                                             $      27,039  $      21,534  $      51,829  $      36,300

 

3c. AMORTIZATION AND DEPRECIATION

                                                                                     Three months ended               Six months ended

                                                                                     June 30,                         June 30,
                                                                                           2025           2024             2025                2024
 Amortization and depreciation - operational assets - owned assets                          7,115          6,245            14,294                   12,548
 Amortization and depreciation - operational assets - right of use assets                   1,159          1,160            2,319                    2,322
 Amortization and depreciation - owned assets                                               121            311              255                      783
 Amortization and depreciation - right-of-use assets                                        39             36               75                       73
                                                                                     $     8,434    $     7,752       $    16,943              $    15,726

 

3d. OTHER ADMINISTRATION EXPENSES

                           Three months ended          Six months ended

                           June 30,                    June 30,
                                  2025          2024          2025          2024
 Employee compensation            638           1,310         2,238         2,165
 Professional services            543           606           960           793
 Other corporate expenses         2,461         187           4,446         1,864
                           $      3,642  $      2,103  $      7,644  $      4,822

 

4.   INVENTORIES

 

                                   June 30,      December 31, 2024

                                   2025
 Current:
 Plant spares and consumables       12,061        11,123
 Gold ore in stockpile              17,164        20,058
 Gold in CIL                        3,798         4,260
 Gold doré                          4,117         5,663
                               $    37,140   $    41,104

 

 Non-current:
 Gold ore in stockpile       63,829        57,124
                        $    63,829   $    57,124

 

There were no write downs to reduce the carrying value of inventories to net
realizable value during the periods ended June 30, 2025 and 2024.

 

5.   AMOUNTS RECEIVABLE

 

                                  June 30, 2025      December 31, 2024
 Current:
 Advance deposits to vendors       2,959             1,654
 Prepaid expenses                  1,628             1,991
 Other receivables                 1,133             377
 Other prepayments                 622               539
                              $    6,342         $   4,561

 

The value of receivables recorded on the balance sheet is approximate to their
recoverable value and there are no expected material credit losses.

6.   LEASES

 

Leases relate principally to corporate offices and the mining fleet at the
Segilola mine. Corporate offices are depreciated over 5 years and mining fleet
over the life of mine of Segilola.

 

The key impacts on the Statement of Comprehensive Income and the Statement of
Financial Position for the period ended June 30, 2025, were as follows:

 

                                                  Right-of-use asset     Lease liability     Income statement

 Carrying value December 31, 2024              $  7,302               $  (7,210)          $

 New leases entered in to during the period        -                      -                   -
 Depreciation                                     (2,394)                 -                  (2,394)
 Interest                                         -                      (227)               (227)
 Lease payments                                   -                      2,517               2,517
 Foreign exchange movement                        28                     (145)               (145)

 Carrying value at June 30, 2025               $  4,936               $  (5,065)          $  (249)

 Current liability                                                       (4,833)
 Non-current liability                                                   (232)

 

The key impacts on the Statement of Comprehensive Income and the Statement of
Financial Position for the year ended June 30, 2024, were as follows:

                                                  Right-of-use asset       Lease liability     Income statement

 Carrying value December 31, 2023              $   12,096              $    (11,490)        $

 New leases entered in to during the period        -                        -                   -
 Depreciation                                      (4,788)                  -                   (4,788)
 Interest                                          -                        (757)               (757)
 Lease payments                                    -                        5,032               -
 Foreign exchange movement                         (6)                      5                   5

 Carrying value at December 31, 2024           $   7,302               $    (7,210)         $   (5,540)

 Current liability                                                         (4,818)
 Non-current liability                                                     (2,392)

 

7.   GOLD STREAM LIABILITY

 

Gold stream liability

                                    June 30, 2025      December 31, 2024
 Balance at Beginning of period  $  9,358          $   20,043
    Repayments                      (9,981)            (14,661)
    Fair value movements            623                3,976
 Balance at end of period        $  -              $   9,358
 Current liability                  -                  9,358
 Non-current liability              -                  -

 

On April 29, 2020, the Group entered into a Gold Purchase and Sale Agreement
("GSA") with the Africa Finance Corporation ("AFC") in respect of the Segilola
Gold Project, under which the Group received a $21.0 million prepayment for
future gold production. In December 2021, the GSA was amended to allow for net
cash settlement rather than physical delivery of gold.

The arrangement is accounted for as a financial liability measured at fair
value through profit or loss, with changes in fair value recognized in the
statement of profit or loss. As at June 30, 2025, the fair value of the GSA
liability was nil.

As at June 30, 2025, a liability of $17.1 million is included in accounts
payable (December 31, 2024: $9.3 million). Further details are provided in
Note 3d of the audited consolidated financial statements for the year ended
December 31, 2024.

 

8.   LOANS AND BORROWINGS

 

                                       June 30,      December 31, 2024

                                       2025
 Current liabilities:
 Deferred element of EPC contract      -             860
                                   $   -             860

 

Deferred payment facility on EPC contract for the construction of the Segilola
Gold Mine

 

The Group has constructed its Segilola Gold Mine through an engineering,
procurement, and construction contract ("EPC Contract"). The EPC Contract has
been agreed on a lump sum turnkey basis which provides Thor with a fixed price
of $67.5 million for the full delivery of design, engineering, procurement,
construction, and commissioning of the proposed 715,000 ton per annum gold ore
processing plant.

 

The EPC Contract included a deferred element ("the Deferred Payment Facility")
of 10% of the fixed price. The 10% deferred element was repayable in
instalments over a 36-month period by repaying an amount on a series of
repayment dates, as set out in the Deferred Payment Facility. Repayments
commenced in March 2022. Interest accrued on the deferred amount at 8% per
annum from the date the Facility Taking-Over Certificate was issued.

 

The final instalment under the Deferred Payment Facility was paid in full
during the six-month period ended June 30, 2025, and no further amounts are
outstanding.

                                                 June 30,         December 31, 2024

                                                 2025
 Balance at beginning of period              $    860             3,405
     Principal repayments                         (858)            (2,860)
     Interest paid                                (44)             (131)
     Unwinding of interest in the period          42               446
 Balance at end of period                    $    -                860
 Current liability                                -                860
 Non-current liability                            -                -

 

 

9.   PROVISIONS

 

 June 30, 2025                                           Fleet demobilization costs

                                                                                        Restoration costs

                                            Other                                                               Total
 Balance at Beginning of period         $    19      $    173                        $   4,869              $    5,061
    Initial recognition of provision         -            -                              -                       -
    Changes in estimates                                                                 -                       -
 Unwinding of discount                       -            -                              27                      27
 Foreign exchange movements                  2            -                              -                       2
 Balance at end of the period           $   21       $   173                         $  4,896               $   5,090
 Current liability                          -            -                              -                       -
 Non-current liability                      21           173                            4,896                   5,090

 

 December 31, 2024                               Fleet demobilization costs

                                                                                Restoration costs

                                     Other                                                              Total
 Balance at beginning of period  $   20      $   173                         $  4,815               $   5,008
 Unwinding of discount               -           -                              54                      54
 Foreign exchange movements          (1)         -                              -                       (1)
 Balance at period end           $   19      $   173                         $  4,869               $   5,061
 Current liability                   -           -                              -                       -
 Non-current liability               19          173                            4,869                   5,061

 

The restoration costs provision is for the site restoration at Segilola Gold
Project in Osun State Nigeria. The value of the above provision is measured by
unwinding the discount on expected future cash flows using a discount factor
that reflects the credit-adjusted risk-free rate of interest.

It is expected that the restoration costs will be paid in US dollars, and as
such US forecast inflation rates of 2.5% and the interest rate of 4.25% on
2-year US bonds were used to calculate the expected future cash flows, which
are in line with the life of mine. The provision represents the net present
value of the best estimate of the expenditure required to settle the
obligation to rehabilitate environmental disturbances caused by mining
operations at mine closure.

The fleet demobilization costs provision is the value of the cost to
demobilize the mining fleet upon closure of the mine.

 

10. PROPERTY, PLANT AND EQUIPMENT

 

 

a)   Segilola production stripping cost:

 

During the period ended June 30, 2025, the Group capitalized nil (year ended
December 31, 2024: $0.7 million) of production stripping costs to the Segilola
mine.

The depreciation expense related to production stripping costs deferred for
the period ended June 30, 2025, was $1.1 million (year ended December 31, 2024
- $2.4 million).

Included in the Segilola mine balance at June 30, 2025, is $16.2 million
(December 31, 2024 - $16.2 million) related to production stripping costs.

 

11. INTANGIBLE ASSETS

 

The Group's exploration and evaluation assets costs are as follows:

                             Douta Gold Project, Senegal  Lithium exploration licenses  Gold exploration licenses  Software  Total
 Balance, December 31, 2023  22,719                       1,981                         4,050                      163       28,913
 Acquisition costs           120                          -                             50                         -         170
 Exploration costs           3,623                        989                           4,017                      -         8,629
 Additions                   -                            -                             -                          80        80
 Amortisation                -                            -                             -                          (109)     (109)
 Foreign exchange movement   (1,366)                      -                             (79)                       -         (1,445)
 Balance, December 31, 2024  25,096                       2,970                         8,038                      134       36,238
 Acquisition costs           -                            -                             -                          -         -
 Exploration costs           4,382                        261                           3,045                      -         7,688
 Additions                   -                            -                             -                          15        15
 Amortisation                -                            -                             -                          (45)      (45)
 Foreign exchange movement   -                            -                             7                          -         7
 Balance, June 30, 2025      29,478                       3,231                         11,090                     104       43,903

 

a)   Douta Gold Project, Senegal:

 

The Douta Gold Project consists of two gold exploration permits, E02038 and
E03709, located within the Kéniéba inlier, eastern Senegal, which it is
currently advancing to preliminary feasibility stage.

The Group is party to an option agreement (the "Option Agreement") with
International Mining Company ("IMC"), by which the Group has acquired a 70%
interest in the Douta Gold Project.

Pursuant to the terms of the Option Agreement, IMC's 30% interest will be a
"free carry" interest until such time as the Group announces probable reserves
on the Douta Gold Project (the "Free Carry Period"). Following the Free Carry
Period, IMC must either elect to sell its 30% interest to African Star at a
purchase price determined by an independent valuer commissioned by African
Star or fund its 30% share of the exploration and operating expenses.

On April 3, 2025, the Group completed the acquisition of two additional
licenses in southeast Senegal to further advance the Douta Gold Project. These
include an up to 85% interest in the Douta-West Licence, located contiguous to
the Douta Gold Project, for $120,000, and an up to 80% interest in the Sofita
Licence, approximately 20 kilometers south of Douta. These strategic
acquisitions have been fully paid during the year ended December 31, 2025 and
are intended to enhance and expand the Group's ongoing exploration efforts in
Douta Gold Project.

 

b) Lithium exploration Licenses, Nigeria

 

As at June 30, 2025, the Group has over 600 km² of granted tenure in
south-west Nigeria that covers both known lithium bearing pegmatite deposits
and a large unexplored prospective pegmatite-rich belt..

 

c) Gold exploration Licenses

 

Nigeria

As at March 31, 2025, the Group's gold exploration tenure in Nigeria currently
primarily comprises 16 wholly owned exploration licenses and 13 partnership
exploration licenses. Together with the mining lease over the Segilola Gold
Deposit, Thor's total gold exploration tenure amounts to 1,697 km².

Cote D'Ivoire

In addition, during the year ended in December 31, 2025 the Group expanded its
operations into Cote d'Ivoire via the agreements detailed below, all of which
remained in effect as at March 31, 2025:

Guitry

The Group signed a binding sale and purchase agreement ("SPA") with Endeavour
Mining Corporation ("Endeavour") to acquire a 100% interest in the Guitry Gold
Exploration Project ("Guitry").

The acquisition is still subject to the completion of certain conditions
precedent including final approval of the Minister of Mines. The total
consideration for the acquisition is a cash payment of US$100,000 in cash at
completion and a 2% Net Smelter Royalty.

Boundiali

The Group entered into an option agreement with Goldridge Resources SARL to
acquire up to 80% interest in the Boundiali Exploration Permit. This
early-stage gold exploration project is located in northwest Côte d'Ivoire
and comprises a 160 km² exploration permit.

Marahui

The Group entered into an option agreement with Compagnie Africaine de
Recherche et d'Exploitation Minière ("CAREM") to acquire up to 80% interest
in the Marahui permit. The permit covers an area of approximately 250 km² in
the Bondoukou region in northeastern Côte d'Ivoire, approximately 600 km from
Abidjan. The Group paid an initial consideration of US$50,000 in cash.

 

12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

                          June 30,     December 31,

                          2025         2024
 Trade payables       $   19,363    $   46,273
 Accrued liabilities      6,534         2,523
 Other payables           4             171
                      $   25,901    $   48,967

 

Trade payables include a liability of $17.1 million (December 31, 2024: $9.3
million) relating to the Gold Purchase and Sale Agreement ("GSA"). Further
details are provided in Note 12.

Accounts payable and accrued liabilities are classified as financial
liabilities measured at amortized cost. Their carrying values approximate fair
value due to their short-term nature.

 

 

13. CAPITAL AND RESERVES

 

a)  Authorized

 

Unlimited common shares without par value.

 

b)   Issued

                                   June 30,         June 30,  December 31,      December 31,

                                   2025             2025      2024              2024

                                   Number                     Number
 As at start of the year           657,064,724  $   81,633    656,064,724   $   81,491
 Issue of new shares:
    - Share options exercised i     8,232,758        760      1,000,000         142
                                   665,297,482  $   82,393    657,064,724   $   81,633

(i.   Value of:)

(13,040,000 options exercised (8,232,58 received) at a price of CAD$0.20 per
share on January 20, 2025;)

(1,000,000 options exercised at a price of CAD$0.20 per share on November 22,
2024)

 

c)   Share-based compensation

 

Stock option plan

The Group had granted directors, officers and consultants share purchase
options. These options were granted pursuant to the Group's stock option plan.

Under the current Share Option Plan, 44,900,000 common shares of the Group
were reserved for issuance upon exercise of options.

All of the stock options were vested as at the balance sheet date. These
options did not contain any market conditions and the fair value of the
options were charged to the statement of comprehensive loss or capitalized as
to assets under construction in the period where granted to personnel's whose
cost is capitalized on the same basis.

The following is a summary of changes in options from January 1, 2022, to
December 31, 2024, and the outstanding and exercisable options at December 31,
2024:

 

In Canadian Dollars

 

d) Nature and purpose of equity and reserves

 

The reserves recorded in equity on the Group's statement of financial position
include 'Option reserve,' 'Currency translation reserve,' 'Retained earnings'
and 'Deficit.'

'Option reserve' is used to recognize the value of stock option grants prior
to exercise or forfeiture.

'Currency translation reserve' is used to recognize the exchange differences
arising on translation of the assets and liabilities of foreign branches and
subsidiaries with functional currencies other than US dollars.

'(Deficit)/Retained earnings' is used to record the Group's accumulated
earnings.

e) Dividends

During the six months ended 30 June 2025, the Company announced and paid its
quarterly dividend of $5.8 million or C$0.0125 per share. The total amount
paid of $5.8 million is included in cash flows from financing activities.

 

14. EARNINGS PER SHARE

 

Diluted earnings per share was calculated based on the following:

                                                        Three months ended June 30,                   Six months ended June 30,
                                                                 2025                  2024                    2025                  2024
 Basic weighted average number of shares outstanding             665,297,482            656,064,724            665,297,482           656,064,724
     Stock options                                                -                     3,824,151               -                     3,824,151
 Diluted weighted average number of shares outstanding           665,297,482           659,888,875             665,297,482           659,888,875
 Total common shares outstanding                                 665,297,482            656,064,724            665,297,482            656,064,724
 Total potential diluted common shares                           665,297,482            670,104,724            665,297,482            670,104,724

 

15. RELATED PARTY DISCLOSURES

 

A number of key management personnel, or their related parties, hold or held
positions in other entities that result in them having control or significant
influence over the financial or operating policies of the entities outlined
below.

a)   Trading transactions

 

The Africa Finance Corporation ("AFC") is deemed to be a related party given
the size of its shareholding in the Company. There have been no other
transactions with the AFC other than the Gold Stream liability as disclosed in
Note 8, and the secured loan as disclosed in Note 9.

b)   Compensation of key management personnel

 

The remuneration of directors and other members of key management during the
three and six months ended June 30, 2025, and 2024 were as follows:

 

                                                      Three months ended          Six months ended

                                                      June 30,                    June 30,
                                                             2025          2024          2025            2024
 Salaries and bonuses
    Current directors and officers    (i) (ii) (iii)    $    305    $       677   $       1,488           945

 Directors' fees
    Current directors and officers    (i) (ii)        $      120            122   $       262             241

                                                      $      425    $      799    $      1,750            1,186

 

((i)     Key management personnel were not paid post-employment benefits,
termination benefits, or other long-term benefits during the three and six
months ended June 30, 2025, and 2024.)

((ii)    The Group paid consulting and director fees to both individuals
and private companies controlled by directors and officers of the Group for
services. Accounts payable and accrued liabilities at June 30, 2025, include
$85,163 (December 31, 2024 - $81,730) due to directors or private companies
controlled by an officer and director of the Group. Amounts due to or from
related parties are unsecured, non-interest bearing and due on demand.  )

((iii)    Executive bonuses were paid during the three-month period ended
in March 31, 2025.)

( )

16. FINANCIAL INSTRUMENTS

 

The Group's financial instruments consist of cash, amounts receivable,
accounts payable, accrued liabilities, gold stream liability, loans and other
borrowings and lease liabilities.

 

Fair value of financial assets and liabilities

Fair values have been determined for measurement and/or disclosure purposes.
When applicable, further information about the assumptions made in determining
fair values is disclosed in the notes specific to that asset or liability.

 

The carrying amount for cash, amounts receivable, and accounts payable,
accrued liabilities, loans and borrowings and lease liabilities on the
statement of financial position approximate their fair value because of the
limited term of these instruments.

 

Financial risk management objectives and policies

The Group has exposure to the following risks from its use of financial
instruments

•           Interest rate risk

•           Credit risk

•           Liquidity and funding risk

•           Market risk

 

In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout these consolidated financial statements.

 

There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous years unless otherwise
stated in these notes.

 

The Board of Directors has overall responsibility for the establishment and
oversight of the Group's risk management framework. The overall objective of
the Board is to set policies that seek to reduce risk as far as possible
without unduly affecting the Group's competitiveness and flexibility. Further
details regarding these policies are set out below.

 

Financial instruments by category

The accounting policies for financial instruments have been applied to the
line items below:

 

 June 30, 2025                                 Measured at amortized cost  Measured at fair value through profit and loss      Total
 Assets
 Cash and cash equivalents                 $   52,853                                                 -                              52,853
 Amounts receivable                            1,133                                                  -                              1,133
 Total assets                              $   53,986                                                 -                              53,986

 Liabilities
 Accounts payable and accrued liabilities  $   25,901                                                -                               25,901
 Other financial liabilities                   5,065                                                 -                               5,065
 Total liabilities                         $   30,966                                                -                               30,966

 

 December 31, 2024                             Measured at amortized cost  Measured at fair value through profit and loss             Total
 Assets
 Cash and cash equivalents                 $   12,040                                                -                                                                 12,040
 Amounts receivable                            377                                                   -                                                                 377
 Total assets                              $   12,417                                                                            -                                     12,417

 Liabilities
 Accounts payable and accrued liabilities  $   48,967                                                -                                                                 48,967
 Loans and borrowings                          860                                                   -                                                                 860
 Gold stream liability                         -                                                     9,358                                                             9,358
 Lease liabilities                             7,210                                                 -                                                                 7,210
 Other financial liabilities                   -                                                     1,900                                                             1,900
 Total liabilities                         $   57,037                                                11,258                                                            68,295

The fair value of these financial instruments approximates their carrying
value.

 

As noted above, the Group has certain financial liabilities that are held at
fair value. The fair value hierarchy establishes three levels to classify the
inputs to valuation techniques to measure fair value:

 

Classification of financial assets and liabilities

Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities;

Level 2 - inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices); and

Level 3 - inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs).

 

As at June 30, 2025 and December 31, 2025, all the Group`s liabilities
measured at fair value through profit and loss are categorized as Level 3 and
their fair value was determined using discounted cash flow valuation models,
taking into account assumptions with respect to gold prices and discount rates
as well as estimates with respect to production and operating results for the
Segilola mine.

 

 

17. CAPITAL MANAGEMENT

 

The Group manages, as capital, the components of shareholders' equity. The
Group's objectives, when managing capital, are to safeguard its ability to
continue as a going concern in order to develop and its mineral interests
through the use of capital received via the issue of common shares and via
debt instruments where the Board determines that the risk is acceptable and,
in the shareholders' best interest to do so.

 

The Group manages its capital structure, and makes adjustments to it, in light
of changes in economic conditions and the risk characteristics of the
underlying assets. To maintain or adjust its capital structure, the Group may
attempt to issue common shares, borrow, acquire or dispose of assets or adjust
the amount of cash.

 

18. CONTRACTUAL COMMITMENTS AND CONTINGENT LIABILITIES

 

Contractual Commitments

The Group has no contractual obligations that are not disclosed on the
Condensed Interim Consolidated Statement of Financial Position.

 

Contingent liabilities

The Group is involved in various legal proceedings arising in the ordinary
course of business. Management has assessed these contingencies and determined
that, in accordance with International Financial Reporting Standards, all
cases are considered remote. As a result, no provision has been made in the
financial statements for any potential liabilities that may arise from these
legal proceedings.

 

Although the Group believes that it has valid defenses in these matters, the
outcome of these proceedings is uncertain, and there can be no assurance that
the Group will prevail in these matters. The Group will continue to assess the
likelihood of any loss, the range of potential outcomes, and whether or not a
provision is necessary in the future, as new information becomes available.

 

Based on the information available, the Group does not believe that the
outcome of these legal proceedings will have a material adverse effect on the
financial position or results of operations of the Group. However, there can
be no assurance that future developments will not materially affect the
Group's financial position or results of operations.

 

19. SEGMENTED DISCLOSURES

 

Segment Information

 

The Group's operations comprise three reportable segments, the Segilola Mine
Project, Exploration Projects, and Corporate.

 

 Six months ended                     Segilola Mine Project      Exploration Projects      Corporate      Total

 June 30, 2025
 Profit (loss) for the period     $   89,468                 $   (8)                   $   (3,302)    $   86,158
 - revenue                            146,857                    -                         -              146,857
 - production costs                   (32,308)                   -                         -              (32,308)
 - royalties                          (1,394)                    -                         -              (1,394)
 - amortization and depreciation      (16,848)                   -                         (95)           (16,943)
 - other administration expenses      (4,430)                    (8)                       (3,207)        (7,645)
 - impairments                        -                          -                         -              -
 - interest expense                   (895)                      -                         -              (895)

 

 

 June 30, 2025                      Segilola Mine Project      Exploration Projects      Corporate      Total
 Current assets                 $   90,802                 $   420                   $   5,113      $   96,335

 Non-current assets
 Inventories                        63,829                     -                         -              63,829
 Trade and other receivables        -                          -                         228            228
 Right-of-use assets                4,633                      -                         303            4,936
 Property, plant and equipment      107,788                    439                       61             108,288
 Intangible assets                  104                        43,799                    -              43,903
 Total assets                   $   267,156                $   44,658                $   5,705      $   317,519
 Non-current asset additions    $   2,637                  $   7,708                 $   -          $   10,345
 Liabilities                    $   (33,746)               $   (93)                  $   (2,217)    $   (36,056)

 

Non-current assets by geographical location:

 June 30, 2025                  Senegal  Côte d'Ivoire   Nigeria  United Kingdom  Canada  Total
 Inventories                    -        -               63,829   -               -       63,829
 Trade and other receivables    -        -               -        228             -       228
 Right of use assets            -        -               4,633    303             -       4,936
 Property, plant and equipment  410      -               107,817  59              2       108,288
 Intangible                     29,478   1,607           12,818   -               -       43,903
 Total non-current assets       29,888   1,607           189,097  590             2       221,184

 

 Six months ended                     Segilola Mine Project      Exploration Projects      Corporate      Total

 June 30, 2024
 Profit (loss) for the year       $   40,396                 $   (30)                  $   (437)      $   39,929
 - revenue                            87,188                     -                         -              87,188
 - production costs                   (19,720)                   -                         -              (19,720)
 - royalties                          (684)                      -                         -              (684)
 - amortization and depreciation      (15,613)                   -                         (113)          (15,726)
 - other administration expenses      (4,474)                    (24)                      (324)          (4,822)
 - impairments                        -                          (6)                       -              (6)
 - interest expense                   (5,276)                    -                         -              (5,276)

 

 December 31, 2024                  Segilola Mine Project      Exploration Projects      Corporate      Total
 Current assets                     56,349                     325                       1,031          57,705

 Non-current assets
 Inventories - non current          57,124                     -                         -              57,124
 Trade and other receivables        -                          -                         208            208
 Right-of-use assets                6,952                      -                         350            7,302
 Property, plant and equipment      119,992                    427                       76             120,495
 Intangible assets                  134                        36,104                    -              36,238
 Total assets                       240,551                    36,856                    1,665          279,072
 Non-current asset additions        4,054                      8,841                     -              12,895
 Liabilities                        (76,347)                   178                       1,294          77,819

 

Non-current assets by geographical location:

 

                                                    Cote D`Ivoire

 December 31, 2024                                                           United Kingdom

                                          Senegal                  Nigeria                    Total
 Inventory                                -         -              57,124    -                57,124
 Prepaid expenses, advances and deposits  -         -              -         208              208
 Right-of-use assets                      -         -              6,952     350              7,302
 Property, plant and equipment            401       -              120,018   76               120,495
 Intangible assets                        25,096    589            10,553    -                36,238
 Total non-current assets                 25,497    589            194,647   634              221,367

 

20. SUPPLEMENTAL CASH FLOW INFORMATION

 

                                                          Three months ended                Six months ended

                                                          June 30,                          June 30,
                                                                 2025              2024           2025        2024
 Non-cash items:
     Exploration & Evaluation assets expenditures                20                -              85                (116)
    Repayment of loans and borrowings                             792               -             (1,830)            -
                                                                 812               -              (1,745)           (116)

 

21. SUBSEQUENT EVENTS

On July 14 2025, the Board of Directors authorized a quarterly dividend of
C$0.0125 per share. These dividends are to be paid on August 15, 2025.

 

 

 

 

 

 

 

 

 

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