REG - Thor Explorations Ld - FY 2025 FINANCIAL & OPERATING RESULTS
09/04/2026 07:45
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RNS Number : 7907Z Thor Explorations Ltd 09 April 2026
NEWS RELEASE
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO U.S. WIRE SERVICES
09 April 2026 TSXV/AIM: THX
This Announcement contains inside information as defined in Article 7 of the
Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this
Announcement, this inside information is now considered to be in the public
domain.
THOR EXPLORATIONS ANNOUNCES AUDITED FINANCIAL AND OPERATING RESULTS FOR THE
FULL YEAR AND THE UNAUDITED THREE MONTHS ENDING DECEMBER 31, 2025
Thor Explorations (TSXV / AIM: THX) ("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, Senegal and Côte d'Ivoire for the three months
ending December 31, 2025 ("Q4 2025") and the audited financial results for the
year ending December 31, 2025 (the "Year" or "FY 2025").
The Company's Consolidated Audited Financial Statements together with the
notes related thereto, as well as the Management's Discussion and Analysis for
the year ending December 31, 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.
FY 2025 Financial Highlights
· 94,130 ounces ("oz") of gold sold (FY 2024: 84,965 oz) with an
average gold price of US$3,422 per oz (FY 2024: US$2,288).
· FY 2025 revenue of US$325.5 million (FY 2024: US$193.1 million).
· FY 2025 net profit of US$196.2 million (FY 2024: US$91.1
million).
· Cash operating cost of US$710 per oz sold (FY 2024: US$692) and
all-in sustaining cost ("AISC") of US$927 per oz sold (FY 2024: US$882).
· FY 2025 EBITDA of US$243.7 million (FY 2024: US$123.3 million).
· FY 2025 cash and cash equivalents of US$137.8 million (FY 2024:
US$12.0 million)
· The Group is debt free following the repayment of its senior debt
facility with Africa Finance Corporation at the end of 2024
· Following the announcement of the Company's dividend policy in
2025 of a minimum of C$0.0125 per share per quarter, the Company returned
approximately $18 million to its shareholders through dividends paid during FY
2025. A special dividend of C$0.015 per share was paid subsequent to the Year,
taking total shareholder returns to date to approximately US$32 million.
Dividend
· The group will maintain its dividend policy through 2026, with
the next quarterly dividend payment scheduled for May 15, 2026.
· Dividend for the Quarter will be paid at an amount of C$0.0125
per share.
Proposed dividend timetable
Event Date
Ex-Dividend date 24 April 2026
Record date 24 April 2026
Last day for currency elections 01 May 2026
Date of exchange rate used for Pounds Sterling 04 May 2026
Announcement of exchange rate in Foreign Designated Currencies 04 May 2026
Payment Date 15 May 2026
FY 2025 Operational Highlights
Segilola Production
· FY 2025 gold poured of 91,910 oz, achieving the upper half of the
Group's guidance
· 92,832 oz recovered with an average recovery rate of 93.9%
· 962,891 total tonnes ("t") of ore processed over FY 2025 at an
average grade of 3.19 g/t Au grammes per tonne ("g/t") of gold ("Au").
· Total FY 2025 ore mined of 1,482,009 t at an average grade of
2.35 g/t Au.
· The stockpile balance increased by 35% to 1,988,488 tonnes of ore
at an average grade of 0.79g/t for 50,213 ounces.
Segilola Near-Mine and Regional Exploration
· Over 21,000 metres ("m") of drilling carried out at Segilola in
FY2025, focused on defining an economic underground reserve suitable to mine
and extend the Segilola mine life.
· Exploration continued to prioritise Segilola Underground Resource
drilling and working up near mine drill targets.
· Continued high-grade mineralisation was intersected with drilling
program beneath the current open-pit design.
· Deeper drilling programs targeting deeper mineralisation will
continue throughout 2026
Senegal
· The Company advanced the Douta Project ("Douta") to Preliminary
Feasibility Study ("PFS") stage, with the Douta PFS published at the beginning
of FY 2026.
o The Douta PFS has defined a long life, financially robust project with a
US$ Pre-tax project NPV5% of US$908 million and IRR of 73% (100% equity basis)
at a long-term gold price assumption of US$3,500/oz.
· Thor increased its economic ownership of Douta to 100% following
the buyout of its minority partners.
· The Company also increased the potential Douta Project footprint
and announced the acquisition of an initial 70% interest in the contiguous
Bousankhoba Exploration Permit EL02254 ("Bousankhoba").
o The terms of the earn-in include a minimum exploration program over 24
months and an earn in payment of US$160,000 payable within the first 6 months
of signing.
Côte d'Ivoire
· Added the Loudiba exploration licence, an early stage exploration
permit, to its portfolio.
· 4,412m of RC drilling was completed at Guitry which was
successful in delineating high grade mineralized lodes which remain open.
· At Marahui, further geological mapping and geochemical sampling
continued and generated a number of prospective drill targets which commenced
late in FY 2025.
· A large scale sampling programme took place at Boundiali, with
results pending.
Environment, Social and Governance
· The Company published its second Sustainability and ESG Report,
in alignment with GRI standards, and continued consistent data collection and
performance monitoring throughout the year for the forthcoming FY 2025 report.
· Total greenhouse gas emissions in FY 2025 were 44,073 tonnes of
CO₂e, representing a 6% reduction compared with FY 2024.
· During Q4 2025, the Company recorded reductions in waste rock,
non-mineral waste and overall waste intensity measured in tonnes per oz of
gold produced, compared with Q4 2024.
· Scope 1 carbon emissions declined by 10% during Q4 2025.
· In Q4 2025, the use of reclaimed water from the Tailings
Management Facility increased by 36% per oz of gold produced.
· 30 community projects and programs were delivered or initiated
during FY 2025.
· The Company introduced "Seguncare", which provides medication
support for residents with long-term health conditions, and also conducted a
medical outreach program for the residents of the three host communities at
Segilola.
· Total employment associated with the Segilola Mine project
reached 2,026 personnel in FY 2025, of whom 99% were Nigerian nationals.
· 86% of the total procurement budget for the Segilola Mine project
was spent within Nigeria during 2025, supporting local businesses and supply
chains.
Post FY 2025 Highlights
· Publication of the Douta PFS in January 2026, showing an
economically robust, long mine life project with significant exploration
upside potential.
· Additional bonus dividend announced for Q4 2025 of C$0.015 per
share, taking the total dividend payable for Q4 2025 to C$0.0275 per share.
Outlook
· Production guidance of 75,000-85,000 oz for 2026 with an AISC
guidance of US$1,000 - $1,200 per oz.
· Exploration expenditure guidance of US$9 million - $11 million in
Nigeria, US$10 million - $12 million in Senegal, and US$8 million - $10
million in Côte d'Ivoire for 2026.
· Targeting an extension of the Segilola mine life through the
definition of additional underground resources and delineation of near mine
resources
· Finalise permitting approvals for Douta to reach Final Investment
Decision and commence construction of the Douta Project in the second half of
2026.
· Continue exploration in Côte d'Ivoire to advance the Guitry and
Marahui projects.
· Advance exploration programs across the portfolio, including the
near mine and underground drilling programs at Segilola and assessing regional
potential targets in Nigeria and Côte d'Ivoire.
Segun Lawson, President & CEO, stated:
"I am extremely proud of the team for delivering another year of strong
operational performance. Having entered the year with a debt free balance
sheet, we have fully capitalised on the high gold price environment whilst
maintaining our cost discipline throughout the year. As a result, our gold
production of approximately 92,000 ounces has resulted in a record financial
performance generating US$325.5 million in revenue and a net profit of
US$196.2 million ending the year with US$137.75 million in cash.
"Our robust cash flow and strong balance sheet enabled us to transition to a
dividend-paying company during the year. In 2025, the Company returned
approximately US$18 million to shareholders through dividends paid during the
year. In addition, the Company declared and paid a special dividend together
with a quarterly dividend in Q1 2026, bringing total shareholder returns to
date to approximately US$32 million. We are committed to maintaining this
policy through 2026 which is in line with our strategy of returning part of
our strong cash flow generation to our shareholders and will continue to
retain the option to increase the dividend based on our cash position.
"We achieved our goals in 2025 which were to grow the Company's balance sheet
and grow the Company's mineral resources through exploration. This has
continued in Nigeria where we continue to explore the extent of mineralisation
beneath the Segilola Open Pit mine, and also in Senegal and in Côte D'Ivoire.
"In 2026, we are looking to take another step closer to developing the Douta
Gold Project in Senegal and growing from a single mine producer whilst also
aiming to extend the Segilola Mine life. In 2025, we increased our economic
ownership of the Douta Project to 100% and its Preliminary Feasibility Study
has defined a financially robust project with a US$ Pre-tax project NPV5% of
US$908 million and IRR of 73% (100% equity basis) at a long-term gold price
assumption of US$3,500/oz. Significantly, our acquisition of the Bousankhoba
licence has enabled us to expand the project footprint and we believe the
project continues to have promising growth potential.
"We are looking forward to starting the development of Douta in the second
half of 2026 whilst also delivering an optimised feasibility study. We are
well positioned and confident in our ability to deliver this project without
any shareholder dilution.
"In Côte D'Ivoire we continued to increase our exploration portfolio, adding
additional greenfield early stage licences to continue to build our
exploration pipeline.
"Our ongoing strong cash flow has left us well positioned to continue our
activities in all three jurisdictions in which we operate with the objective
of increasing shareholder value through exploration.
"We continue to prioritise our ESG standards, with our ESG performance
monitored throughout 2025 in alignment with GRI reporting standards. We have
published our second annual Sustainability and ESG Report and I invite our
stakeholders to review this report.
"Looking ahead, our priorities for 2026 include continuing our best practice
in our ESG standards across the Group, finalising the permitting approvals for
the Douta Project to reach Final Investment Decision. Importantly, we intend
to progress the value-enhancing opportunity of extending the Segilola mine
life.
"I look ahead to 2026 with excitement and encouragement. We have the cash flow
and team to underpin our activities across the group and are better positioned
than ever to deliver on our objectives. Thank you to our new and existing
shareholders for your trust and support and I look forward to providing
updates in the coming year.
Retirement of Collin Ellisson as Non-Executive Director
In addition, the Company announces the retirement of Collin Ellison as
Non-Executive Director and Chairman of the Remuneration and Nomination
Committees with effect from 9 April 2026. The Company will announce the
appointment of Mr Ellison's replacement in due course.
Adrian Coates, Chairman of the Board, commented:
"We are sad to announce the retirement of our Non-Executive Director, Collin
Ellison. Collin has been a non-executive director at Thor for 7 years over a
very successful period in the Company's history. On behalf of the board I
would like to thank Collin for his contribution to the Company."
Segun Lawson, President & CEO commented:
"I would like to thank our retiring Non-Executive Director Mr Collin Ellison
after seven transformational years with the Company, during which the Company
grew from a junior exploration company to where we are today. I am deeply
appreciative of his support, vision, technical advice and dedication to the
Company, in particular, during the development of Segilola and its
commissioning which was invaluable. His support throughout has left a lasting
impact on our company and I wish him all the best in his future endeavours."
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 Côte d'Ivoire. Thor Explorations holds:
- a 100% interest in the Segilola Gold Project located in Osun State,
Nigeria
- a 100% economic interest in the Douta Gold Project located in
south-eastern Senegal
- a 100% interest in the Guitry Gold Project Cote D'Ivoire
- additional exploration tenure in Nigeria, Senegal and Cote d'Ivoire
comprising of wholly and majority owned interests
Thor Explorations trades on AIM and the TSX Venture Exchange under the symbol
"THX".
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 / Nilesh Patel / Franck Nganou
Tel: +44 (0) 20 7907 8500
BlytheRay (Financial PR)
Tim Blythe / Megan Ray / Said Izagaren
Tel: +44 207 138 3204
Yellow Jersey PR (Financial PR)
Charles Goodwin / Shivantha Thambirajah
thorexplorations@yellowjerseypr.com
Tel: +44 (0) 20 3004 9512
Management Discussion & Analysis for Q4 2025 and Full Year 2025
CHAIRMANS STATEMENT
Dear fellow shareholders, I am pleased to present the 2025 Annual Report for
Thor Explorations Ltd. 2025 was a transitional year for us as a company,
having fully repaid our senior debt facility with Africa Finance Corporation
("AFC") at the end 2024. As a result, we started the year with a clean balance
sheet and well positioned to fully capitalise on the strong gold price
performance witnessed during the year.
The Segilola Gold Mine, our wholly owned flagship project, maintained its
solid performance in 2025, achieving the upper half of its guidance, producing
91,910 ounces of gold, and generating a record annual revenue of $325.5
million. We also generated a record Group net profit of $196.2 million.
The performance of the Segilola Gold Mine and continued strengthening of the
Group's balance sheet enabled the Company's Board to adopt its maiden dividend
policy to be applied for at least two years. The dividend policy reflects the
Company's aim to strike a balance between the Group's growth ambitions and
returning money to its shareholders. The Company returned approximately $18
million to its shareholders in 2025 with a special dividend of CAD $0.015 per
share paid subsequent to the Period alongside its regular Quarterly dividend.
Our pioneering activities continue in Nigeria, where we were pleased in March
2025 to receive a copy of the report of the Inter-Ministerial Fact-Finding
Committee on the dispute between Segilola Resources Operating Limited and the
Osun State Government. This report affirmed our compliance with all our legal
and regulatory obligations. We pride ourselves on maintaining international
best practice standards across all our operations.
We maintain strong relationships with both State and Federal Governments and
continue to invest in our host communities and regions where our livelihood
restoration programs are thriving.
In 2026, we look forward to further growth as a company. We are carrying out
increased exploration activities in Nigeria, where we are focussing on
extending the Segilola mine life through the definition of additional
underground resources as well as exploring nearby satellite targets.
In Senegal, at the Douta Gold Project, we expanded our footprint in the
country, acquiring additional licences, and significantly, we increased our
ownership in the two Douta Licences to a 100% economic interest in Q1 2026.
The publishing of the Douta Pre-Feasibility Study after the end of the Period
has shown an economically robust, long mine life project with significant
exploration upside potential. We aim to start the construction of this project
in the second half of 2026 and believe this project has potential to deliver
further significant value to our shareholders.
In Côte d'Ivoire we completed a successful maiden drilling campaign on our
100% owned Guitry Licence. We are also encouraged by the early exploration
results from our Marahui Project. We look forward to advancing these licences
through exploration in 2026.
I would like to thank all our employees, Leadership Team and Board for their
hard work and dedication in the year, and our investors for their continued
support.
We are sad to announce the retirement of our Non-Executive Director, Collin
Ellison. Collin has been a non-executive director at Thor for 7 years over a
very successful period in the Company's history. On behalf of the board I
would like to thank Collin for his contribution to the Company.
We look forward to 2026 and thank you for your support for Thor Explorations.
The Board and Leadership Team remain resolutely focused on delivering our
strategy and creating value for our shareholders and all of our stakeholders.
Adrian Coates
Chairman
CEO'S STATEMENT
This has been a significant year for Thor, and I am extremely proud of the
team for delivering another year of strong operational performance. Having
entered the year with a debt free balance sheet, we have fully capitalised on
the high gold price environment whilst maintaining our cost discipline
throughout the year. As a result, our gold production of approximately 92,000
ounces has resulted in a record financial performance generating US$325.5
million in revenue and a net profit of US$196.2 million ending the year with
US$137.75m in cash.
Our robust cash flow and strong balance sheet enabled us to transition to a
dividend-paying company during the year. In 2025, the Company returned
approximately US$18 million to shareholders through dividends paid during the
year. In addition, the Company declared and paid a special dividend together
with a quarterly dividend in Q1 2026, bringing total shareholder returns to
date to approximately US$32 million.
We achieved our goals in 2025 which were to grow the Company's balance sheet
and grow the Company's mineral resources through exploration. This has
continued in Nigeria where we continue to explore the extent of mineralisation
beneath the Segilola Open Pit mine, and also in Senegal and in Côte d'Ivoire.
In 2026, we are looking to take another step closer to developing the Douta
Gold Project in Senegal and growing from a single mine producer whilst also
aiming to extend the Segilola Mine life. In 2025, we increased our economic
ownership of the Douta Project to 100% and its Preliminary Feasibility Study
has defined a financially robust project with a US$ Pre-tax project NPV5% of
US$908 million and IRR of 73% (100% equity basis) at a long-term gold price
assumption of US$3,500/oz.
Significantly, our acquisition of the Bousankhoba licence has enabled us to
expand the project footprint and we believe the project continues to have
promising growth potential. We are looking forward to starting the development
of this project in the second half of 2026 whilst also delivering an optimised
feasibility study. We are well positioned and confident in our ability to
deliver this project without any shareholder dilution.
In Côte d'Ivoire we continued to increase our exploration portfolio, adding
an additional greenfield early stage licence to continue to build our
exploration pipeline.
Our ongoing strong cash flow has left us well positioned to continue our
activities in all three jurisdictions in which we operate with the objective
of increasing shareholder value through exploration.
We continue to prioritise our Environmental, Social and Governance ("ESG")
standards. ESG performance continued to be monitored throughout 2025 in
alignment with Global Reporting Initiative ("GRI") reporting metrics. During
Q4 2025, compared with Q4 2024, the Company recorded reductions in waste rock,
non-mineral waste and overall waste intensity measured in tonnes per gold
ounce produced. 30 community projects and programmes were delivered or
initiated during 2025. We have also published our second annual Sustainability
and ESG Report and invite our stakeholders to review this report.
Following on from the announcement of our dividend policy in 2025, we are
committed to maintaining this policy through 2026 in line with our strategy of
returning part of our strong cash flow generation to our shareholders whilst
retaining the option to increase the dividend based on our cash position.
Looking ahead, our priorities for 2026 include continuing best practice in our
ESG standards across the Group, finalising the permitting approvals for the
Douta Project to reach Final Investment Decision (FID). Importantly, we intend
to progress the value-enhancing opportunity of extending the Segilola mine
life.
I remain incredibly proud of our team and what we accomplished in 2025. This
is down to the continued commitment and hard work of all our employees,
leadership team, board and stakeholders. I would like to take this opportunity
to thank them for their continued support.
I would like to thank our retiring Non-Executive Director Mr Collin Ellison
after seven transformational years with the Company, during which the Company
grew from a junior exploration company to where we are today. I am deeply
appreciative of his support, vision, technical advice and dedication to the
Company, in particular, during the development of Segilola and its
commissioning which was invaluable. His support throughout has left a lasting
impact on our company and I wish him all the best in his future endeavours.
I look ahead to 2026 with excitement and encouragement. We have the cash flow
and team to underpin our activities across the group and are better positioned
than ever to deliver on our objectives. Thank you to our new and existing
shareholders for your trust and support and I look forward to providing
updates in the coming year.
Segun Lawson
Chief Executive Officer
OVERVIEW
Thor Explorations Ltd. (the "Company"), together with its subsidiaries
(collectively, "Thor" or the "Group") is a West African focused gold producer
and explorer and is dual-listed on the TSX Venture Exchange TSX-V (THX: TSX-V)
and the Alternative Investment Market of the London Stock Exchange (THX: AIM).
The Group's main assets include its flagship producing Segilola Gold mine in
Nigeria, the Preliminary Feasibility Study stage Douta Project, in Senegal and
a portfolio of prospective early-stage exploration licences in Côte d'Ivoire.
The Group has a growing portfolio of exploration licences on the unexplored
Ilesha schist belt in near proximity to the Segilola gold mine and further
exploration licences in Nigeria.
Our strategy is to operate, develop and explore mineral properties where our
expertise can substantially increase shareholder value. The Group operates
with transparency and in accordance with international best practices and is
committed to delivering value to its shareholders through responsible
development, providing economic and social benefit to our host communities and
operating in a manner where health and safety and the environment are integral
to our operations and development approach.
We utilise our strong cash flow generation from Segilola to advance our
exploration and development activities across our entire portfolio. Our
strategy also includes the acquisition, wholly or via option, of further
geologically prospective tenures in West Africa where we continue to build a
footprint and assess potential targets.
Figure 1.1: Thor's Properties in West Africa
HIGHLIGHTS AND ACTIVITIES - FOURTH QUARTER 2025 AND YEAR ENDED DECEMBER 31,
2025
The quarter was characterised by another solid financial and operational
performance, with record revenue of $108.7 million, net profit of $67.0
million, and EBITDA of $87.9 million.
Operating results for the fourth quarter 2025 were highlighted by the selling
of 25,830 ounces ("oz") of gold achieving an average gold price of US$4,190
per oz at a cash operating cost(1) of $647 per oz sold, with an all-in
sustaining cost ("AISC")(1) of $740 per oz sold.
Table 2.1 Key Operating and Financial Statistics
Three month periods ended Year ended
December 31, 2025 September 30, 2025 June March December 31, 2024 December 31, 2025 December 31, 2024
30, 2025 31, 2025
Operating
Gold sold Au 25,830 19,650 25,900 22,750 25,790 94,130 84,965
Average realized gold price(1) $/oz 4,190 3,535 3,187 2,720 2,414 3,422 2,288
Cash operating cost(1) $/oz 647 783 715 711 664 710 692
AISC (all-in sustaining cost) (1) $/oz 846 1,022 915 950 818 927 882
EBITDA(1) $/oz 3,404 2,636 2,332 1,917 1,747 2,589 1,452
Financial
Revenue $/000 108,750 69,873 82,794 64,063 65,719 325,480 193,130
Net Profit $/000 66,954 43,099 51,674 34,484 33,742 196,211 91,172
EBITDA(1) $/000 87,925 51,793 60,386 43,610 45,056 243,714 123,372
December 31, 2025 December 31, 2024
Cash and cash equivalents $/000 137,750 12,040
Deferred revenue $/000 - 4,463
Adjusted net cash(1) $/000 151,096 11,180
(
)
( )
( )
( )
(1 This is a non-IFRS measure. Refer to the non-IFRS measures section.)
Segilola Gold Mine, Nigeria
Mining
During the three months ended December 31, 2025, 2,185,527 tonnes of material
were mined, equivalent to a mining rate of 23,755 tonnes of material per day.
In this period, 580,615 tonnes of ore were mined, equivalent to a mining rate
of 6,311 tonnes of ore per day, at an average grade of 1.71g/t. Overall mining
rates were lower as the pit is getting narrower as mining progresses to the
southern end. There was a 51% increase in ore tonnes at an improved strip
ratio of 2.8 : 1. The purchased new trucks have effectively eliminated the
trucking constraint of the aging contractor fleet.
The stockpile balance increased by 35% to 1,988,488 tonnes of ore at an
average grade of 0.79g/t. The ore stockpile comprised of 1,829 tonnes
(1.84g/t) at medium grade, 1,985,640 tonnes (0.78g/t) at low grade and 1,019
tonnes (3.15g/t) at high grade on the crushed coarse ore stockpile between the
crusher and mill.
The significant stockpile available (approximately 2 years of process plant
supply) offers flexibility and low risk for future process plant production.
The mine will continue to feed higher grade material in preference to low
grade material and the lower grade material will be processed later in the
mine life and during periods of reduced or minimal mining activity. The
stockpile is reflected on the balance sheet under inventory and is reflected
at the weighted average mining costs (per tonne).
Processing
During the three months ending December 31, 2025, 247,182 tonnes of ore were
processed maintaining an equivalent throughput rate of 2,686 tonnes per day,
at an increased mill feed grade of 3.31g/t with no significant downtime
periods. The process plant gold in circuit ("GIC") increased to 5,126oz of Au
due to higher grades fed at the end of month. Total gold poured was 23,719 oz,
meeting guidance with a total of 91,910oz poured for 2025.
Table 2.2: Production Metrics
Units Q4 -2025 Q3 -2025 Q2 -2025 Q1 -2025 Q4 - 2024 Q3 - 2024 Q2 -2024 Q1 - 2024
Mining
Total Mined Tonnes 2,185,527 2,533,410 2,756,362 2,874,533 3,781,881 4,024,002 4,710,220 4,939,647
Waste Mined Tonnes 1,604,912 2,146,852 2,513,901 2,602,158 3,398,182 3,668,487 4,171,122 4,473,752
Ore Mined Tonnes 580,615 386,558 242,461 272,375 383,699 355,515 491,935 465,895
Grade g/t Au 1.71 2.26 3.02 2.42 2.3 2.01 1.78 2.07
Daily Total Mining Rate Tonnes/ Day 23,756 27,300 30,290 31,939 41,107 43,739 51,198 54,282
Daily Ore Mining Rate Tonnes/ Day 6,311 4,202 2,664 3,026 4,171 3,864 5,347 5,120
Stockpile
Ore Stockpiled Tonnes 1,988,488 1,650,055 1,513,957 1,509,920 1,469,370 1,332,924 1,179,693 861,254
Ore Stockpiled g/t Au 0.79 0.83 0.84 0.85 0.94 0.94 1.01 1.06
Ore Stockpiled Oz 50,213 44,069 41,092 41,399 44,300 40,392 38,298 29,264
Processing
Ore Processed Tonnes 242,182 250,459 238,425 231,825 247,075 201,958 174,000 235,933
Grade g/t Au 3.31 3.11 3.12 3.24 3.08 3.22 3.42 2.85
Recovery % 94.6 94.3 93.1 93.7 89.2 88.5 94.6 90.7
Gold Recovered Oz 24,397 23,612 22,229 22,594 21,827 18,496 18,090 19,589
Gold Poured Oz 23,719 22,617 22,784 22,790 24,662 20,110 21,742 18,543
Milling Throughput Tonnes/ Day 2,632 2,722 2,620 2,576 2,686 2,195 1,891 2,593
NON-IFRS MEASURES
This MD&A refers to certain financial measures which are not recognized
under IFRS Accounting Standards and do not have a standardized meaning
prescribed by IFRS Accounting Standards. These measures may differ from those
made by other companies and accordingly may not be comparable to such measures
as reported by other companies. These measures have been derived from the
Group's consolidated financial statements because the Group believes that,
with the achievement of gold production, they are of assistance in the
understanding of the results of operations and its financial position.
Average realized gold price per ounce sold
The Group believes that, in addition to conventional measures prepared in
accordance with IFRS Accounting Standards, the average realized gold price,
which takes into account the impact of gain/losses on forward sale of
commodity contracts, is a metric used to better understand the gold price
realized during a period. Management believes that reflecting the impact of
these contracts on the Group's realized gold price is a relevant measure and
increases the consistency of this calculation with our peer companies.
In addition to the above, in calculating the realized gold price, management
has adjusted the revenues as disclosed in the consolidated financial statement
to exclude by-product revenue, relating to silver revenue, and has reflected
the by-product revenue as a credit to cash operating costs. The revenues as
disclosed in the consolidated financial statements have been reconciled to the
gold revenue for all periods presented.
Table 3.1: Average annual realized price per ounce sold
Three month periods ended Year ended
Units December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Revenues $/000 108,750 69,873 82,794 64,063 65,720 325,480 193,130
Unrealized fair value movements on forward gold sale contracts $/000 - - - (1,900) (3,302) (1,900) 1,900
By product revenue $/000 (511) (417) (238) (280) (161) (1,446) (600)
Gold revenue $/000 108,239 69,456 82,556 61,883 62,257 322,134 194,430
Gold ounces sold Oz Au 25,830 19,650 25,900 22,750 25,790 94,130 84,965
Average realized price per ounce sold $ 4,190 3,535 3,187 2,720 2,414 3,422 2,288
Cash operating cost per ounce
Cash operating cost per oz sold, combined with revenues, can be used to
evaluate the Group's performance and ability to generate operating income and
cash flow from operating activities. The Group believes that, in addition to
conventional measures prepared in accordance with IFRS Accounting Standards,
certain investors may find this information useful to evaluate the costs of
production per ounce.
By product revenues are included as a credit to cash operating costs.
Table 3.2: Average annual cash operating cost per ounce of gold
Three month periods ended Year ended
Units December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024(1)
Production costs $ 16,003 14,326 17,231 15,077 16,380 62,637 55,957
Transportation and refining $ 390 778 810 704 683 2,682 2,305
Royalties $ 821 705 724 670 225 2,920 1,156
By product revenue $ (511) (417) (238) (280) (161) (1,446) (600)
Cash Operating costs $ 16,703 15,392 18,527 16,171 17,127 66,793 58,818
Gold ounces sold Oz Au 25,830 19,650 25,900 22,750 25,790 94,130 84,965
Cash operating cost per ounce sold $/oz 647 783 715 711 664 710 692
(1 Prior year figures have been restated in connection with the
reclassification on cost of sales note. Refer to note 5b of the consolidated
financial statements for further details.)
( )
All-in sustaining cost per ounce
( )
AISC provides information on the total cost associated with producing gold.
The Group calculates AISC as the sum of total cash operating costs (as
described above), other administration expenses and sustaining capital, all
divided by the gold ounces sold to arrive at a per oz amount.
Other administration expenses include administration expenses directly
attributable to the Segilola Gold Mine plus a percentage of corporate
administration costs allocated to supporting the operations of the Segilola
Gold Mine, which was deemed to be 33% for all periods reported below.
Other companies may calculate this measure differently as a result of
differences in underlying principles and policies applied.
Table 3.3: Average annual all-in sustaining cost per ounce of gold
Three month periods ended Year ended
Units December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024(1)
Cash operating costs(2) $/000 16,703 15,392 18,527 16,171 17,127 66,793 58,818
Segilola mine - other administration expenses $/000 3,059 2,044 3,073 2,415 515 10,591 7,121
Sustaining capital(3) $/000 2,103 2,637 2,104 3,035 3,461 9,879 9,006
Total all-in sustaining cost $/000 21,865 20,073 23,704 21,621 21,103 87,263 74,945
Gold ounces sold oz Au 25,830 19,650 25,900 22,750 25,790 94,130 84,965
All-in sustaining cost per ounce sold $/oz 846 1,022 915 950 818 927 882
(1 Prior year figures have been restated in connection with the
reclassification on cost of sales note. Refer to note 5b of the consolidated
financial statements for further details.)
(2 Refer to Table - 3.2 Cash operating costs.)
(3 Refer to Table - 3.3a Sustaining and Non-Sustaining Capital)
The Group's all-in sustaining costs include sustaining capital expenditures
which management has defined as those capital expenditures related to
producing and selling gold from its on-going mine operations. Non-sustaining
capital is capital expenditure related to major projects or expansions at
existing operations where management believes that these projects will
materially benefit the operations. The distinction between sustaining and
non-sustaining capital is based on the Group's policies and refers to the
definitions set out by the World Gold Council.
This non-IFRS Accounting Standards measure provides investors with
transparency regarding the capital costs required to support the on-going
operations at its operating mine, relative to its total capital expenditures.
Readers should be aware that these measures do not have a standardized
meaning. It is intended to provide additional information and should not be
considered in isolation, or as a substitute for measures of performance
prepared in accordance with IFRS Accounting Standards.
In the period, the Group fed higher grade material to the plant in preference
to low grade material. Costs associated with mining the lower grade material
will be deferred to when this lower grade material is processed. The Group
plans to process this material later in the mine life and during periods of
reduced or minimal mining activity.
Table 3.3a: Sustaining and Non-Sustaining Capital
Three month periods ended Year ended
Units December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Property, plant and equipment additions $/000 883 1,452 995 1,647 1,800 4,977 4,016
Non-sustaining capital expenditures $/000 (40) (75) (20) - 403 (135) (42)
Payment for sustaining leases $/000 1,260 1,260 1,129 1,388 1,258 5,037 5,032
Sustaining Capital $/000 2,103 2,637 2,104 3,035 3,461 9,879 9,006
Adjusted Net Cash
Net Cash is calculated as total debt adjusted for unamortized, deferred,
financing charges less cash and cash equivalents and short-term investments at
the end of the reporting period. This metric is used by management to measure
the Group's debt leverage. The Group considers that in addition to
conventional measures prepared in accordance with IFRS Accounting Standards,
net debt is useful to evaluate the Group's performance.
Table 3.4: Net Cash/(Debt)
December 31, 2025 December 31, 2024
Deferred element of EPC contract $/000 - (860)
Add:
Cash $/000 137,750 12,040
Net Cash $/000 137,750 11,180
Add: Gold bullion at market value(1) $/000 13,346 -
Adjusted Net Cash $/000 151,096 11,180
(1 At December 31, 2025, the Group held 3,056oz of gold bullion with a market
value of $4,368 per oz (December 31, 2024, $ nill) which has been included in
the calculation of adjusted net cash.)
Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA)
EBITDA is calculated as the total earnings before interest, taxes,
depreciation and amortisation. This measure helps management assess the
operating performance of each operating unit.
Table 3.5: Earnings Before Interest, Tax, Depreciation and Amortization
(EBITDA)
Three month periods ended Year ended
Unit December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024(1)
Net profit for the period $/000 66,954 43,099 51,674 34,484 33,742 196,211 91,172
Depreciation, depletion and amortization $/000 17,322 8,428 8,434 8,509 9,466 42,693 22,727
Impairment of Exploration & Evaluation assets $/000 3,107 - - - - 3,107 -
Interest income $/000 510 163 - - - 673 -
Interest expense and loss on financial liabilities designated as at FVTPL $/000 32 103 278 617 1,848 1,030 9,473
EBITDA $/000 87,925 51,793 60,386 43,610 45,056 243,714 123,372
Ounces sold Oz Au 25,830 19,650 25,900 22,750 25,790 94,130 84,965
EBITDA per ounce sold Oz/$ 3,404 2,636 2,332 1,917 1,747 2,589 1,452
(1 Prior year figures have been restated in connection with the
reclassification on cost of sales note. Refer to note 5b of the consolidated
financial statements for further details.)
OUTLOOK AND UPCOMING MILESTONES
This Section 5 of the MD&A contains forward looking information as defined
by National Instrument 51-102. Refer to Section 16 of this MD&A for
further information on forward looking statements.
We are focussed on advancing the Group's strategic objectives and near-term
milestones which include:
· 2026 Operational Guidance and Outlook
Gold Production oz 75,000 - 85,000
All-in Sustaining Cost ("AISC") US$/oz Au sold $1,000 - $1,200
Capital Expenditure US$ $5,000 - $7,000
Exploration Expenditure:
Nigeria(1) US$ $9,000 - $11,000
Senegal(1) US$ $10,000 - $12,000
Cote D'Ivoire(1) US$ $8,000 - $10,000
1 This includes purchase of licences
· The critical factors that influence whether Segilola can achieve
these targets include:
o Segilola's ability to continue operations without obstruction
o Segilola's ability to maintain an adequate supply of consumables (in
particular ammonium nitrate, flux and cyanide) and equipment
o Fluctuations in the price and availability of key consumables, in
particular ammonium nitrate, and diesel
o Segilola's workforce remaining healthy
o Continuing to receive full and on-time payment for gold sales
o Continuing to be able to make local and international payments in the
ordinary course of business
· Obtaining the mining permit for the Douta project.
· Continuing to advance exploration programmes across the
portfolio:
o Segilola near mine exploration
o Segilola underground project
o Segilola regional exploration programme
o Assess regional potential targets in Nigeria
o Assess regional potential targets in Côte d'Ivoire
o Acquiring new concessions and joint partnerships options on potential
targets
SUMMARY OF QUARTERLY RESULTS
The table below sets forth selected results of operations for the Group's
eight most recently completed quarters.
Table 6.1: Summary of quarterly results
$ 2025 Q4 2025 Q3 2025 Q2 2025 Q1
Dec 31 Sep 30 June 30 Mar 31
Revenues 108,750 69,873 82,794 64,063
Net profit for period 66,954 43,099 51,674 34,484
Basic earnings per share (cents) 10.07 6.48 7.77 5.19
$ 2024 Q4 2024 Q3 2024 Q2 2024 Q1
Dec 31 Sep 30 June 30 Mar 31
Revenues 65,720 40,222 53,876 33,312
Net profit for period 33,742 17,500 27,505 12,425
Basic earnings per share (cents) 5.14 2.67 4.19 1.93
The Group reported a net profit of $67.0 million (10.07 cents per share) for
the Three month period ended December 31, 2025, as compared to a net profit of
33.7 million (5.14 cents per share) for the Three month period ended December
31, 2024. The increase in profit for the period was largely due to:
· Sales during the period of $108.7 million (Q4 2024: $65.7
million); and
· Production costs of $16.0 million (Q4 2024: $16.4 million)
These were offset partially by:
· Depreciation, depletion and amortization of $17.3 million (Q4
2024: $9.5 million); and
· Interest expense and loss on financial liabilities designated as
at FVTPL of $0.1 million (Q4 2024: $1.8 million)
No corporate tax was paid during the three month periods ended December 31,
2025, and 2024, this is due primarily to the corporate tax holiday the Group
was granted for its Segilola mine earnings as detailed in note 5f of the
consolidated financial statements.
SELECTED ANNUAL FINANCIAL INFORMATION
The review of the results of operations should be read in conjunction with the
Group's Consolidated Financial Statements and notes thereto.
Table 7.1: Selected annual information
For the year ended December 31, 2025 December 31, 2024 December 31, 2023
Total revenues $/000 325,480 193,130 141,245
Net profit $/000 196,211 91,172 10,869
Net Profit per share (cents)
Basic Cents 29.51 14.00 1.67
Diluted Cents 29.51 13.83 1.66
Total assets $/000 407,082 279,072 259,114
Total non-current liabilities $/000 5,162 7,453 19,895
RESULTS FOR THE YEAR ENDED DECEMBER 31, 2025, and 2024
The Group reported a net profit of $196.2 million (29.51 cents per share) for
the year ended December 31, 2025, as compared to a net profit of $91.2 million
(14.00 cents per share) for the year ended December 31, 2024. The increase in
profit for the year was largely due to:
· Sales during the year of $325.5 million (2024: $193.1 million);
and
· Production costs of $62.6 million (2024: $55.9 million)
These were offset partially by:
· Depreciation, depletion and amortization of $42.7 million (2024:
$22.7 million); and
· Interest expense and loss on financial liabilities designated as
at FVTPL of $1.0 million (2024: $9.5 million)
No corporate tax was paid during the year ended December 31, 2025, and 2024,
this is due primarily to the corporate tax holiday the Group was granted for
its Segilola mine earnings as detailed in note 5f of the consolidated
financial statements.
LIQUIDITY AND CAPITAL RESOURCES
Working capital, combined with revenues and cash flows, is an important
measure of the Group's liquidity and operational efficiency. The Group
believes that, in addition to conventional measures prepared in accordance
with IFRS Accounting Standards, certain investors may find this information
useful in assessing the Group's ability to meet short-term obligations and
fund ongoing operations.
As at December 31, 2025, the Group had cash of $137.7 million (December 31,
2024: $12.0 million) and a working capital surplus of $164.8 million (December
31, 2024: deficit of $3.3 million).
The increase in cash from December 31, 2025, is due mainly to cash generated
in operations of $185.7 million offset by cash used in investing and financing
activities of $27.6 million and $32.3 million respectively.
The cash generated from operations includes $13.0 million used to build the
Group's inventory balance as of December 31, 2025. This amount primarily
consists of mining costs allocated to gold ore stockpiles.
WORKING CAPITAL CALCULATION
The Working Capital Calculation excludes $9.4 million of Gold Stream
liabilities as at December 31, 2024, which were contingent upon the
achievement of the gold sales forecast of 85,000 to 95,000 ounces for the year
ended December 31, 2025. No such contingent liability existed as at December
31, 2025.
Table 8.1: Working Capital
December 31, 2025 December 31, 2024
Current Assets
Cash 137,750 12,040
Inventory 37,204 41,104
Trade and other receivables 11,711 4,561
Total Current Assets for Working Capital $/000 186,665 57,705
Current Liabilities
Accounts Payable and accrued liabilities 19,363 48,967
Deferred income 2,550 4,463
Lease Liabilities - 4,818
Gold Stream Liability - 9,358
Loan and other borrowings - 860
Other financial liabilities - 1,900
$/000 21,913 70,366
less: Current Liabilities contingent upon future gold sales $/000 - (9,358)
Working capital surplus/(deficit) $/000 164,752 (3,303)
The Group`s inventory is estimated to contain the following ounces of gold:
Table 8.1a: Gold inventory
December 31, 2025 December 31, 2024
Current
Gold ore in stockpile Oz Au 8,076 14,944
High grade ore Oz Au - 1,201
Medium grade ore Oz Au 211 4,655
Low grade ore Oz Au 7,865 8,260
Gold in CIL Oz Au 5,126 4,155
Gold doré Oz Au - 5,315
Gold bullion Oz Au 3,056 -
Oz Au 16,257 24,414
Non-Current
Gold ore in stockpile Oz Au 42,137 29,357
Low grade ore Oz Au 42,137 29,357
Oz Au 42,137 29,357
Inventory
Gold inventory is recognised in the ore stockpiles and in production
inventory, comprised principally of ore stockpile and doré at site or in
transit to the refinery, with a component of gold-in-circuit.
Table 8.2: Inventory
December 31, 2025 December 31, 2024
Current
Plant spares and consumables 12,163 11,123
Gold ore in stockpile 16,225 20,058
High grade ore - 475
Medium grade ore 111 3,510
Low grade ore 16,114 16,073
Gold in CIL 5,602 4,260
Gold doré - 5,663
Gold bullion 3,214 -
$/000 37,204 41,104
Non-current
Gold ore in stockpile 86,328 15,891
Low grade ore 86,328 15,891
$/000 86,328 15,891
Liquidity and Capital Resources
The Group has generated positive operating cash flow during Q4 2025, and the
year ended December 31, 2025, and expects to continue to do so based on its
production and AISC guidance. This strong operating cash flow will support
regional exploration and underground expansion drilling at Segilola, planned
capital expenditures and corporate overhead costs.
FINANCIAL INSTRUMENTS AND OTHER 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. These financial instruments are used to
manage liquidity, finance operations, and mitigate financial risks. Further
information on the Group's financial instruments is provided in Note 19 of the
consolidated financial statements.
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:
Table 9.3: Financial instruments by category
December 31, 2025 December 31, 2024
Measured at amortized cost Measured at fair value through profit and loss Total Measured at amortized cost Measured at fair value through profit and loss Total
Assets
Cash and cash equivalents 137,750 - 137,750 12,040 - 12,040
Trade and other receivables 402 - 402 377 - 377
Total assets 138,152 - 138,152 12,417 - 12,417
Liabilities
Accounts payable and accrued liabilities 19,363 - 19,363 48,967 - 48,967
Lease liabilities 2,595 - 2,595 7,210 - 7,210
Loans and borrowings - - - 860 - 860
Gold stream liability - - - - 9,358 9,358
Other liabilities - - - - 1,900 1,900
Total liabilities 21,958 - 21,958 57,037 11,258 68,295
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group ensures that there is
sufficient capital in order to meet short-term business requirements, after
taking into account the Group's holdings of cash. The Group's cash is held
in business accounts and are available on demand.
In the normal course of business, the Group enters into contracts and performs
business activities that give rise to commitments for future minimum
payments.
The following tables summarize the Group's significant remaining contractual
maturities for financial liabilities at December 31, 2025, and December 31,
2024. The tables show projected cashflows including interest payments.
Table 9.4: Contractual maturity analysis
Contractual maturity analysis as at December 31, 2025
Less than 3 - 12 1 - 5 Longer than
3 months Months Year 5 years Total
$ $ $ $ $
Accounts payable and accrued liabilities 19,363 - - - 19,363
Lease liabilities 1,214 1,618 48 - 2,878
20,577 1,618 48 - 22,241
Contractual maturity analysis as at December 31, 2024
Less than 3 - 12 1 - 5 Longer than
3 months Months Year 5 years Total
$ $ $ $ $
Accounts payable and accrued liabilities 47,684 1,283 - - 48,967
Lease liabilities 1,214 3,641 2,427 - 7,282
Gold stream liability 6,534 3,447 - - 9,981
Loans and borrowings - 932 - - 932
Other liabilities 1,900 1,900
57,332 9,303 2,427 - 69,062
Credit risk
Credit risk is the risk of an unexpected loss if a counterparty to a financial
instrument fails to meet its contractual obligations.
The Group manages the credit risk associated with cash by investing these
funds with highly rated financial institutions, and by monitoring its
concentration of cash held in any one institution. As such, the Group deems
the credit risk on its cash to be low. At December 31, 2025, 0.1% of the
Group's cash balances were invested in AAA rated financial institutions (2024:
1%), 84.98% in AA rated financial institutions (2024: 77%), 0.22% in AA- rated
financial institutions (2024: 1%), 0.0% in A rated financial institutions
(2024: 1%), 0.89% in A- rates financial institutions (2024: 3%), 13.82% in BBB
rated financial institutions (2024: nil) and 0.05% in B- rated institutions
(2024: 0%).
The Group sells its gold to large international organizations with strong
credit ratings, and the historical level of customer defaults is minimal. As a
result, the credit risk associated with gold trade receivables at December 31,
2025 is considered to be negligible.
Market risk
The Group is subject to normal market risks including fluctuations in foreign
exchange rates and interest rates. While the Group manages its operations in
order to minimize exposure to these risks, the Group has not entered into any
derivatives or contracts to hedge or otherwise mitigate this exposure.
Foreign currency risk
The Group's primary operations are in Nigeria, Senegal and Cote D'Ivoire.
Revenues generated and expenditures incurred are primarily denominated in
United States Dollars.
Although the Group does not enter into currency derivative financial
instruments to manage its exposure, the Group tries to manage this risk by
maintaining most of its cash in United States dollars.
DISCLOSURE OF OUTSTANDING SHARE DATA
At December 31, 2025, there were 665,297,482 common shares issued and no
outstanding stock options.
Authorized Common Shares
Table 14.1: Common shares issued
December 31, 2025 December 31, 2024
Common shares issued 665,297,482 657,064,724
Stock Options
There were no stock options that were outstanding at December 31, 2025, and as
at the date of this report.
No options were issued during the three months period ended December 31, 2025
and year ended December 31, 2025.
Audited Financial Results for the Year Ended 31 December 2025
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 (https://www.lawinsider.com/clause/business-corporations-act)
(British Columbia (https://www.lawinsider.com/clause/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 consolidated financial statements, including comparatives, have been
prepared in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (IASB).
b) Basis of measurement
The consolidated financial statements are presented in United States dollars
("US$").
These consolidated financial statements have been prepared on a historical
cost basis and are presented in United States dollars, except for the
valuation of certain financial instruments that are measured at fair value at
the end of each reporting period as explained in the accounting policies
below.
The preparation of financial statements in compliance with IFRS Accounting
Standards requires management to make certain critical accounting estimates.
It also requires management to exercise judgment in applying the Group's
accounting policies. A precise determination of many assets and
liabilities is dependent upon future events, the preparation of consolidated
financial statements for a period involves the use of estimates, which have
been made using careful judgment. Actual results may differ from these
estimates. The areas involving a higher degree of judgment or complexity, or
areas where assumptions and estimates are significant to the financial
statements are discussed in Note 4.
3. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies described below have been applied consistently to all
periods presented in these consolidated financial statements unless otherwise
stated.
a. Consolidation principles
The assets, liabilities, revenues and expenses of the subsidiaries are
recognized in accordance with the Group's accounting policies. Intercompany
transactions and balances are eliminated upon consolidation.
b. Details of the Group
In addition to the Company, these consolidated financial statements include
all subsidiaries of the Company. Subsidiaries are all corporations over which
the Company has power, where the Company is exposed to variable returns from
the Subsidiary, and it has the ability to use its power to affect those
variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control. The
consolidated financial statements present the results of the Company and its
subsidiaries as if they formed a single entity, with subsidiaries being fully
consolidated from the date on which control is acquired by the Company. They
are de-consolidated from the date that control by the Company ceases.
The subsidiaries of the Company are as follows:
Company Location Incorporated Interest Functional currency
Thor Investments (BVI) Ltd. ("Thor BVI") British Virgin Islands September 30, 2011 100% USD
African Star Resources Incorporated ("African Star") British Virgin Islands September 30, 2011 100% USD
Segilola Resources Incorporated ("SR BVI") British Virgin Islands March 10, 2020 100% USD
Ngnira Resources Incorporated ("Ngnira BVI") British Virgin Islands July 07, 2025 100% USD
Thor Gold Ventures Ltd ("THX GV") United Kingdom February 11, 2024 100% GBP
African Star Resources SARL ("African Star SARL") Senegal July 14, 2011 100% USD
Argento Exploration BF SARL Burkina Faso September 15, 2010 100% CFA
("Argento BF SARL")
AFC Constelor Panafrican Resources SARL ("AFC Constelor SARL") Burkina Faso December 9, 2011 100% CFA
Segilola Resources Operating Limited Nigeria August 18, 2016 100% USD
("SROL")
Segilola Gold Limited ("SGL") Nigeria August 18, 2016 100% NGN
Newstar Minerals Limited ("Newstar") Nigeria July 5, 2022 100% USD
Enorm Mining Limited ("Enorm") Nigeria August 20, 2024 51% USD
Ngnira Gold SARL ("Ngnira") Cote D'Ivoire April 22, 2024 100% USD
Teranga Exploration (Ivory Coast) SARL ("Teranga") Cote D'Ivoire September 22, 2016 100% USD
c. Foreign currency translation
Functional and presentation currency
The Company's functional and presentation currency is the United States dollar
("$" or "US$"). The functional currency for the Company being the currency of
the primary economic environment in which the Company operates. The individual
financial statements of each of the Company's wholly owned subsidiaries are
prepared in the currency of the primary economic environment in which it
operates (its functional currency).
Exchange rates published by Oanda were used to translate the THX GV, Argento
BF SARL, AFC Constelor SARL and SGL's financial statements into the United
States dollar in accordance with IAS 21 The Effects of Changes in Foreign
Exchange Rates. This standard requires, on consolidation, that assets and
liabilities be translated using the exchange rate at period end, and income,
expenses and cash flow items are translated using the rate that approximates
the exchange rates at the dates of the transactions (i.e., the average rate
for the period). The foreign exchange differences on translation of
subsidiaries Thor GV, Argento BF SARL, AFC Constelor SARL and SGL are
recognized in other comprehensive income (loss). Exchange differences arising
on the net investment in subsidiaries are recognized in other comprehensive
income.
Foreign currency transactions
Foreign currency transactions are accounted for as follows:
· Property, plant and equipment, intangible assets and inventories
using the rates at the time of acquisition;
· Other assets and liabilities using the closing exchange rate as
at the balance sheet date with translation gains and losses recorded in other
income/expense; and
· Income and expenses using the average exchange rate for the
period, except for expenses that relate to non-monetary assets and liabilities
measured at historical rates, which are translated using the same historical
rate as the associated non-monetary assets and liabilities are translated into
the functional currency using the exchange rates prevailing on the dates of
the transactions.
d. Financial instruments
Financial assets
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired. The Group's
accounting policy for each category is as follows:
Fair value through profit or loss
This category comprises in-the-money derivatives and out-of-money derivatives
where the time value offsets the negative intrinsic value (see "Financial
liabilities" section for out-of-money derivatives classified as liabilities).
Other than derivative financial instruments which are not designated as
hedging instruments, the Group does not have any assets held for trading nor
does it voluntarily classify any financial assets as being at fair value
through profit or loss.
Amortized cost
These assets arise principally from the provision of goods to customers (e.g.,
trade receivables), but also incorporate other types of financial assets where
the objective is to hold these assets in order to collect contractual cash
flows and the contractual cash flows are solely payments of principal and
interest. They are initially recognized at fair value plus transaction costs
that are directly attributable to their acquisition or issue and are
subsequently carried at amortized cost using the effective interest rate
method, less provision for impairment.
Impairment provisions for current and non-current trade receivables are
recognized based on the simplified approach within IFRS 9 using a provision
matrix in the determination of the lifetime expected credit losses. During
this process the probability of non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the expected
loss arising from default to determine the lifetime expected credit loss for
the trade receivables. For trade receivables, which are reported net, such
provisions are recorded in a separate provision account with the loss being
recognized in profit or loss. On confirmation that the trade receivable will
not be collectable, the gross carrying value of the asset is written off
against the associated provision.
The Group's financial assets measured at amortized cost comprise cash, amounts
receivable as well as prepaid expenses, advances and deposits in the
consolidated statement of financial position. Cash includes cash on hand,
deposits held at call with banks, other short term highly liquid investments
with original maturities of three months or less.
Derivative financial instruments
Derivatives are initially recognized at fair value at the date the derivative
contracts are entered into and are subsequently re-measured to their fair
value at the end of each reporting period. The resulting gain or loss is
recognized in profit or loss, within revenue if related to gold sales,
immediately unless the derivative is designated and effective as a hedging
instrument, in which event the timing of the recognition in profit or loss
depends on the nature of the hedge relationship.
There were no derivatives that qualified for hedge accounting for the year
ended December 31, 2025 and 2024.
Financial liabilities
The Group classifies its financial liabilities into one of two categories,
depending on the purpose for which the liability was acquired. The Group's
accounting policy for each category is as follows:
Fair value through profit or loss
This category comprises out-of-the-money derivatives where the time value does
not offset the negative intrinsic value (see "Financial assets" for
in-the-money derivatives and out-of-money derivatives where the time value
offsets the negative intrinsic value). They are carried in the consolidated
statement of financial position at fair value with changes in fair value
recognized in the consolidated statements of comprehensive income. The Group
does not hold or issue derivative instruments for speculative purposes, but
for hedging purposes. Other than these derivative financial instruments, the
Group does not have any liabilities held for trading nor has it designated any
financial liabilities as being at fair value through profit or loss.
In addition to the derivatives described above, the Group's gold stream
liability, presented in prior periods, was classified as a financial liability
at fair value through profit or loss, with changes in fair value recognized in
profit or loss. This liability was fully settled during the current year and
is no longer outstanding at the reporting date.
Other financial liabilities
Other financial liabilities include the following items:
Loans and borrowings are initially recognized at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortized cost using
the effective interest rate method, which ensures that any interest expense
over the period to repayment is at a constant rate on the balance of the
liability carried in the consolidated statement of financial position. For the
purposes of each financial liability, interest expense includes initial
transaction costs and any premium payable on redemption, as well as any
interest or coupon payable while the liability is outstanding.
Accounts payable and other short-term monetary liabilities are initially
recognized at fair value and subsequently carried at amortized cost using the
effective interest method.
Gold Stream arrangement
On April 29, 2020, the Group announced the completion of financing
requirements for the development of the Segilola Gold Project in Nigeria. The
financing included a $21.0 million gold stream prepayment pursuant to a Gold
Stream Arrangement ("GSA") entered into with the Africa Finance Corporation
("AFC").
Under the terms of the GSA an advance payment of $21.0 million was received.
Upon the commencement of production at Segilola the AFC had the right to
receive 10.27% of gold produced from the Group's ML41 mining license. Once the
initial liability has been repaid in full any further gold production will be
delivered under the terms of the GSA up to the money multiple limit of 2.25
times the initial advance. The total maximum amount payable to the AFC under
this agreement is $47.25 million including the repayment of the initial $21.0
million advance. The advanced payment has been recorded as a contract
liability based on the facts and terms of the arrangement and own use
exemptions considerations.
The maximum $26.25 million payable, after the initial $21.0 million has been
settled, has been identified as a significant financing component. The deemed
interest rate is calculated at inception, using the production plan and gold
price estimates and released over the term of the arrangement as interest
expense in the income statement upon commencement of production. The deemed
interest rate is recalculated at each reporting period and restated based on
changes to the expected production profile and gold price estimates.
In December 2021, the Group entered into a cash settlement agreement with the
AFC where the gold sold to the AFC is settled in a net-cash sum payable to the
AFC instead of delivery of bullion for repayment of the gold stream
arrangement. Therefore, the liability is accounted for in accordance with IFRS
9 whereby the liability is classified as a financial liability measured at
fair value through profit or loss. The fair value measurement for the GSA is
considered to be a level 3 under the hierarchy established by IFRS 13 for the
years ended December 31 2025 and 2024.
e. Property, plant and equipment
Motor Vehicles, Plant and Machinery and Office Furniture
At acquisition, the Group records Motor Vehicles, Plant and Machinery and
Office Furniture at cost, including all expenditures incurred to prepare an
asset for its intended use. These expenditures consist of: the purchase price;
brokers' commissions; and installation costs including architectural, design
and engineering fees, legal fees, survey costs, site preparation costs,
freight charges, transportation insurance costs, duties, testing and
preparation charges. These are depreciated on a straight-line basis over their
expected useful life, which commences when the assets are considered available
for use. Once buildings, plant and machinery are considered available for use,
they are measured at cost less accumulated depreciation and applicable
impairment losses. Depreciation on machinery utilized in the development of
assets, including exploration assets, is recapitalized as development costs
attributable to the related asset.
Estimated useful lives of asset categories Rate
Motor vehicles 20-33%
Plant and machinery 20-25%
Office furniture 20-33%
Mineral Properties
Mineral properties consist of the Segilola Mine depletable and non-depletable
assets. In addition, the Group incurs project costs which are generally
capitalized when the expenditures result in a future benefit.
In open-pit mining, overburden and waste materials must be removed to access
ore that can be economically extracted. This process, known as stripping,
involves two main phases: pre-production stripping and production stripping.
Pre-production stripping costs are capitalized as open-pit mine development
costs until the mine reaches commercial production. Afterward, these costs are
either allocated to inventory or capitalized as property, plant, and equipment
if they provide future benefits.
During the production phase, stripping costs are typically treated as part of
inventory costs unless they enhance future economic benefits. These benefits
arise when stripping improves access to an ore component, increases the mine's
fair value, or extends its productive life. In such cases, the costs are
capitalized as open-pit mine development costs.
Capitalized stripping costs are depreciated using the units-of-production
(UOP) method, based on estimated gold reserves in the life-of-mine (LOM) plan
that are probable for economic extraction.
The carrying amounts of Segilola mine assets are depleted using the
units-of-production method as follows:
· Open-pit mining assets are depleted based on ounces of ore
extracted; and
· Processing plant and related infrastructure are depreciated based
on ounces of gold produced.
Management reviews the estimated total recoverable ounces at least annually
and whenever events or changes in circumstances indicate that a revision may
be required.
During the year ended December 31, 2025, Management updated certain inputs and
the basis of allocation used in the unit-of-production calculation for mine
assets and processing plant to better reflect the pattern of consumption of
economic benefits. This change in accounting estimate resulted in an increase
in depletion and depreciation expense of $12.4 million in 2025, with a
corresponding impact on future periods..
Assets under construction
Assets under construction comprise development projects and assets in the
course of construction at both the mine development and production phases.
Development projects comprise interests in mining projects where the ore body
is considered commercially recoverable, and the development activities are
ongoing. Expenditures incurred on a development project are recorded at cost,
less applicable accumulated impairment losses. Interest on borrowings,
incurred for the purpose of the establishment of mining assets, is capitalized
during the construction phase.
The cost of an asset in the course of construction comprises its purchase
price and any costs directly attributable to bringing it into working
condition for its intended use, at which point it is transferred from assets
under construction to other relevant categories and depreciation commences.
Depreciation commences once the asset is complete, commissioned and available
for use.
f. Exploration and evaluation expenditures
Acquisition costs
The fair value of all consideration paid to acquire an unproven mineral
interest is capitalized, including amounts due under option agreements.
Consideration may include cash, loans or other financial liabilities, and
equity instruments including common shares and share purchase warrants.
Exploration and evaluation expenditures
All costs incurred prior to obtaining legal title are expensed in the
consolidated statements of comprehensive income in the year in which they are
incurred. Once the legal right to explore a property has been acquired, costs
directly related to exploration and evaluation expenditures are recognized and
capitalized, in addition to the acquisition costs. These direct expenditures
include such costs as materials used, surveying costs, drilling costs,
payments made to contractors and depreciation on plant and machinery during
the exploration phase. Costs not directly attributable to exploration and
evaluation activities, including general administrative overhead costs, are
expensed in the year in which they occur.
When a project is deemed to no longer have commercially viable prospects to
the Group, exploration and evaluation assets in respect of that project are
deemed to be impaired. As a result, those exploration and evaluation assets,
in excess of estimated realisable value, are written off to the consolidated
statements of comprehensive income.
At such time as commercial feasibility is established, project finance has
been raised, appropriate permits are in place and a development decision is
reached, the costs associated with that property will be transferred to and
re-categorized as Assets under construction.
Farm-in agreements
As is common practice in the mineral exploration industry, the Group may
acquire or dispose of all, or a portion of, an exploration and evaluation
asset under a farm-in agreement. Farm-in agreements typically call for the
payment of cash, issue of shares and/or incurrence of exploration and
evaluation costs over a period of time, often several years, entirely at the
discretion of the party farming-in. The
Group recognizes amounts payable under a farm-in agreement when the amount is
due and when the Group has no contractual rights to avoid making the payment.
The Group recognizes amounts receivable under a farm-in agreement only when
the party farming-in has irrevocably committed to the transfer of economic
resources to the Group, which often occurs only when the amount is received.
Amounts received under farm-in agreements reduce the capitalized costs of the
optioned unproven mineral interest to nil and are then recognized as income.
g. Impairment of non-current assets
Impairment tests for non-current assets are performed when there is an
indication of impairment. At each reporting date, an assessment is made to
determine whether there are any indications of impairment. Prior to carrying
out impairment reviews, the significant cash generating units are assessed to
determine whether they should be reviewed under the requirements of IAS 36 -
Impairment of Assets for property plant and equipment, or IFRS 6 - Exploration
for and Evaluation of Mineral Resources for capitalized exploration costs.
Impairment reviews performed under IAS 36 are carried out when indicators of
impairment are identified to ensure that the value recognized on the Statement
of Financial Position is not greater than the recoverable amount. Recoverable
amount is defined as the higher of an asset's fair value less costs of
disposal, and its value in use.
Impairment reviews performed under IFRS 6 are carried out on a
project-by-project basis, with each project representing a potential single
cash generating unit. An impairment review is undertaken when indicators of
impairment arise; typically, when one of the following circumstances applies:
(i) sufficient data exists that render the resource uneconomic and
unlikely to be developed
(ii) title to the asset is compromised
(iii) budgeted or planned expenditure is not expected in the foreseeable
future
(iv) insufficient discovery of commercially viable resources leading to the
discontinuation of activities
If any indication of impairment exists, an estimate of the non-current asset's
recoverable amount is calculated. The recoverable amount is determined as the
higher of fair value less direct costs to sell and the asset's value in use.
If the carrying value of a non-current asset exceeds its recoverable amount,
the asset is impaired, and an impairment loss is charged to the consolidated
statements of comprehensive income so as to reduce the carrying amount of the
non-current asset to its recoverable amount.
h. Income Tax Accounting Policy
Current and deferred tax are recognized in profit or loss, except when they
relate to items that are recognized in other comprehensive income or directly
in equity, in which case they are recognized in other comprehensive income or
directly in equity.
Current income tax is based on taxable earnings for the year. The tax rates
and tax laws to compute the amount payable are those that are substantively
enacted in each tax regime at the date of the statement of financial position.
Deferred income tax is recognized, using the liability method, on temporary
differences between the carrying value of assets and liabilities in the
statement of financial position, unused tax losses, unused tax credits and the
corresponding tax bases used in the computation of taxable earnings, based on
tax rates and tax laws that are substantively enacted at the date of the
statement of financial position and are expected to apply when the related
deferred tax asset is realized or the deferred tax liability is settled.
Deferred tax liabilities are recognized for taxable temporary differences
associated with investments in subsidiaries, and interests in joint ventures,
except where the timing of the reversal of the temporary difference is
controlled by the Company and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences to
the extent that the realization of the related tax benefit through future
taxable earnings is probable.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset the current tax assets against the current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Company intends to settle its current tax assets and
liabilities on a net basis.
Accounting Estimates and Judgments: Recognition of Deferred Income Tax Assets
In assessing the probability of realizing income tax assets recognized,
management makes estimates related to expectations of future taxable income,
applicable tax opportunities, expected timing of reversals of existing
temporary differences and the likelihood that tax positions taken will be
sustained upon examination by applicable tax authorities. In making its
assessments, management gives additional weight to positive and negative
evidence that can be objectively verified.
Estimates of future taxable income are based on forecasted cash flows from
operations and the application of existing tax laws in each jurisdiction.
Forecasted cash flows from operations are based on life of mine projections
internally developed, reviewed by management and are consistent with the
forecasts utilized for business planning and impairment testing purposes.
Weight is attached to tax planning opportunities that are within the Company's
control, and are feasible and implementable without significant obstacles. The
likelihood that tax positions taken will be sustained upon examination by
applicable tax authorities is assessed based on individual facts and
circumstances of the relevant tax position evaluated in light of all available
evidence. Where applicable tax laws and regulations are either unclear or
subject to ongoing varying interpretations, it is reasonably possible that
changes in these estimates can occur that materially affect the amounts of
income tax assets recognized. At the end of each reporting period, the Company
reassesses recognized and unrecognized income tax assets.
i. Revenue recognition
The Group enters into sales contracts for the sale of gold at a pre-determined
and agreed price with customers who remit the cash proceeds to the Group in up
to two working days. Any advance cash payment received is treated as a
contract liability without a significant financing component. The Group
recognizes the sale upon delivery at which point control of the product has
been transferred to the customers. Transfer of control generally occurs when
the refined gold is made available to the customer and credited to the
customer's metal account, in accordance with the terms of the relevant sales
agreement. Revenue is measured based on the consideration to which the Group
expects to be entitled under the terms of the agreement with the customers.
j. Royalties
The Group has royalty payment obligations from production from its Segilola
Gold Mine in Nigeria. A royalty is payable to the Nigerian government at a
rate of 32,436 Nigerian Naira, equivalent to approximately $21.40 (May 1, 2024
to July 1, 2025:16,218 Nigerian Naira) per ounce produced. The royalty is paid
before the doré is exported from Nigeria for refining. Royalties paid to the
Nigerian government are recognized as cost of sales in the consolidated
statements of comprehensive income at the point that the gold is exported.
k. Inventory
Plant spares and consumables are stated at the lower of cost and net
realizable value. The cost of plant spares and consumables include expenditure
incurred in acquiring the inventories and bringing them to their existing
location and condition.
Gold bullion, doré, gold in CIL and gold ore in stockpile are all valued at
the lower of weighted average production costs and net realizable value.
Production costs include the cost of direct material purchases, labor,
production overheads and depreciation/depletion of mine PP&E.
Ore extracted from the mine is stockpiled and subsequently processed into gold
doré which is then sold as refined gold bullion. The cost of gold ore in
stockpile is increased based on the related current production costs for the
period and decreases in gold ore in stockpiles are charged to cost of sales
using the weighted average cost per ounce.
Production costs are capitalized and included in gold in CIL inventory based
on the current mining costs incurred up to the point prior to the doré and
refining processes, including applicable overhead, depreciation/depletion of
mine PP&E, and removed at the weighted average production cost per
recoverable ounce of gold.
The production costs of gold doré and bullion represent the weighted average
cost of gold in CIL incurred prior to the pouring process, plus applicable
refining and transportation costs. Gold ore in
stockpiles are classified as non-current if the timing of their planned usage
is longer than 12 months.
l. Basic and diluted income or loss per share
Earnings per share calculations are based on the weighted average number of
common shares issued and outstanding during the period. Diluted earnings per
share is calculated using the treasury stock method, whereby the proceeds from
the exercise of potentially dilutive common shares with exercise prices that
are below the average market price of the underlying shares are assumed to be
used in purchasing the Company's common shares at their average market price
for the period.
m. Comprehensive income (loss)
Comprehensive income (loss) is defined as the change in equity from
transactions and other events from non-owner sources. Other comprehensive
income refers to items recognized in comprehensive income (loss) that are
excluded from net earnings (loss). The main element of comprehensive income
(loss) is the foreign exchange effect of translating the financial statements
of the subsidiaries from local functional currencies into US dollars upon
consolidation. Movements in the exchange rates of the Canadian Dollar, Pound
Sterling, Nigerian Naira and West African Franc to the US dollar will generate
gains and/or losses that affect the consolidated statements of comprehensive
income.
n. Share-based payments
Where options are awarded for services, the fair value at the grant date of
equity-settled share awards is either charged to income or loss, or
capitalized to assets under construction where the underlying personnel cost
is also capitalized, over the period for which the benefits of employees and
others providing similar services are expected to be received. The
corresponding accrued entitlement is recorded in the Options reserve. The
amount recognized as an expense is adjusted to reflect the number of share
options expected to vest. Where warrants are awarded in connection with the
issue of common shares the fair value, at the grant date, is transferred from
common shares with the corresponding accrued entitlement recorded in the share
purchase warrants reserve. The fair value of options and warrants awards is
calculated using the Black-Scholes option pricing model which considers the
following factors:
· Exercise price · Current market price of the underlying shares
· Expected life of the award · Risk-free interest rate
· Expected volatility
When equity instruments are modified, if the modification increases the fair
value of the award, the additional cost must be recognized over the period
from the modification date until the vesting date of the modified award.
o. Decommissioning, site rehabilitation and environmental costs
The Group is required to restore mine and processing sites at the end of their
producing lives to a condition acceptable to the relevant authorities and
consistent with the Group's environmental policies. The net present value of
estimated future rehabilitation costs is provided for in the consolidated
financial statements and capitalized within property, plant and equipment on
initial recognition. The capitalized cost is amortized on a unit of production
basis. Unwinding of the discount is recognized as finance cost in the
consolidated statements of comprehensive income as it occurs. Changes in
estimates are dealt with on a prospective basis as they arise. The costs of
on-going programs to prevent and control pollution and to rehabilitate the
environment are charged to profit or loss as incurred.
p. Leases
Lease liabilities
On inception, the lease liability is recognized as the present value of the
expected future lease payments, discounted using the interest rate implicit in
the lease. Lease payments included in the lease liability consist of each of
the following:
· Fixed payments, including in-substance fixed payments;
· Payments whose variability is dependent only upon an index or
a rate, measured initially using the index or rate at the lease commencement
date. The lease liability is revalued when there is a change in future lease
payments arising from a change in an index or rate
· Any amounts expected to be payable under a guarantee of residual
value
The lease liability is measured at amortized cost using the effective interest
method. It is remeasured when there is a change to the forecast lease
payments. When the lease liability is remeasured, an adjustment is made to the
corresponding right-of-use asset.
Leased right-of-use assets
Leased right-of-use assets are included within Right-of-use assets, and on
inception of the lease are recognized at the amount of the corresponding lease
liability, adjusted for any lease payments made at or before the lease
commencement date, plus any direct costs incurred and an estimate of costs for
dismantling, removing, or restoring the underlying asset and less any lease
incentives received.
Right-of-use assets relating to mining fleet and operational equipment are
depreciated using the units-of-production method, which reflects the pattern
in which the economic benefits of the assets are consumed over the life of the
mine. Other right-of-use assets are depreciated on a straight-line basis over
the lease term or, if shorter, the useful life of the underlying asset.
The Group has elected not to recognize right-of-use assets and lease
liabilities for leases which have low value, or short-term leases with a
duration of 12 months or less. The payments associated with such leases are
charged directly to the income statement on a straight-line basis over the
lease term. There were no such leases for the years ended December 31, 2025
and 2024.
q. Contingent liabilities
Contingent liabilities are possible obligations whose existence will be
confirmed by uncertain future events that are not wholly within the control of
the Group.
Contingent liabilities also include obligations that are not recognized
because their amount cannot be measured reliably or because settlement is not
probable. Contingent liabilities do not include provisions for which it is
certain that the Group has a present obligation that is more likely than not
to lead to an outflow of cash or other economic resources, even though the
amount or timing is uncertain.
Unless the possibility of an outflow of economic resources is remote, a
contingent liability is disclosed in the notes to the consolidated financial
statements.
r. Dividends
Dividends are recognized when they become legally payable. In the case of
interim dividends to equity shareholders, this is when declared by the Board
and physically paid to shareholders. For final dividends, this is when
approved by the shareholders at the annual general meeting ("AGM").
s. Application of new and revised International Financial Reporting
Standards
In the current year, the Group has applied a number of amendments to IFRS
Accounting Standards issued by the International Accounting Standards Board
(IASB) that are mandatorily effective for an accounting period that begins on
or after 1 January 2025. Their adoption has not had any material impact on the
disclosures or on the amounts reported in these financial statements.
· Amendments to IAS 21 - Lack of Exchangeability
t. Standards issued but not yet effective
The following new standards and amendments to existing standards have been
issued by the International Accounting Standards Board ("IASB") but are not
yet effective for the year ended December 31, 2025 and have not been early
adopted by the Company. The Company is currently assessing the impact of these
standards and amendments on its consolidated financial statements.
IFRS 18 - Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in
Financial Statements, which replaces IAS 1, Presentation of Financial
Statements. IFRS 18 introduces new requirements for:
· Classification of income and expenses into defined categories
(operating, investing and financing) in the statement of profit or loss;
· Presentation of specified subtotals;
· Enhanced disclosure of management-defined performance measures;
and
· New principles for aggregation and disaggregation of information.
· IFRS 18 is effective for annual reporting periods beginning on or
after January 1, 2027, with retrospective application required.
As an operating mining company, the Company expects IFRS 18 will primarily
impact the presentation of operating results, including classification of
items such as royalties, foreign exchange gains and losses, rehabilitation
accretion, and finance costs. While IFRS 18 is not expected to impact
recognition or measurement of assets and liabilities, it will result in
changes to presentation, subtotals and expanded disclosures in the
consolidated financial statements.
Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial
Instruments
In May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7
clarifying the classification of financial assets with certain contractual
cash flow features and introducing additional disclosure requirements.
The amendments are effective for annual reporting periods beginning on or
after January 1, 2026.
The Company holds financial assets and liabilities typical of an operating
mining entity, including cash and cash equivalents, trade and other
receivables, borrowings and reclamation-related financial guarantees.
Management is assessing whether any contractual features of its financial
instruments may be impacted by the amendments. Based on the Company's current
financial instruments, the amendments are not expected to have a material
impact on recognition or measurement but may result in additional disclosures.
IFRS 19 - Subsidiaries without Public Accountability: Disclosures
In May 2024, the IASB issued IFRS 19, Subsidiaries without Public
Accountability: Disclosures. IFRS 19 permits eligible subsidiaries that do not
have public accountability and whose parent prepares consolidated financial
statements under IFRS to apply reduced disclosure requirements in their own
separate financial statements.
IFRS 19 is effective for annual reporting periods beginning on or after
January 1, 2027, with early application permitted.
As the Company is a publicly listed entity, IFRS 19 does not apply to the
Company's consolidated financial statements. However, certain of the Company's
subsidiaries, including operating subsidiaries in Nigeria, may qualify to
apply IFRS 19 in their standalone financial statements, subject to local
regulatory requirements. Management is assessing whether adoption of IFRS 19
at the subsidiary level would be appropriate and permissible.
The Company will adopt the above standards and amendments when they become
effective. Except as described above, the Company does not currently expect
the adoption of these standards to have a material impact on its consolidated
financial position, financial performance or cash flows, other than changes in
presentation and disclosure, where applicable.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The Group makes estimates and assumptions about the future that affect the
reported amounts of assets and liabilities. Estimates and judgments are
continually evaluated based on historical experience and other factors,
including expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may differ from
these estimates and assumptions.
The effect of a change in an accounting estimate is recognized prospectively
by including it in net and/or comprehensive loss in the year of the change, if
the change affects that year only, or in the year of the change and future
years, if the change affects both.
a) Critical accounting estimates
Significant assumptions about the future and other sources of estimation
uncertainty that management has made at the financial position reporting date,
that could result in a material adjustment to the carrying amounts of assets
and liabilities, relate to, but are not limited to, the following:
(i) Estimated recoverable ounces
The carrying amounts of the Group's mining interests are depleted based on the
estimated recoverable ounces. Changes to estimates of recoverable ounces due
to revisions to the Group's mine plans and changes in gold price forecasts can
result in a change to future depletion rates.
(ii) Mineral reserves
Mineral reserves and mineral resources are determined in accordance with
Canadian Securities Administrator's National Instrument 43-101 Standards of
Disclosure for Mineral Projects. Mineral reserve and resource estimates
include numerous estimates. Such estimation is a subjective process, and the
accuracy of any mineral reserve or resource estimate is dependent on the
quantity and quality of available data and on the assumptions made and
judgements used in engineering and geological interpretation. Changes to
management's assumptions, including economic assumptions such as gold prices
and market conditions could have a material effect in the future on the
Group's financial position and results of operations.
(iii) Inventory
Expenditures incurred, and depreciation, depletion and amortization of assets
used in mining and processing activities are deferred and accumulated as the
cost of gold ore in stockpiles, gold in CIL, gold doré and gold bullion
inventories. These deferred amounts are carried at the lower of
weighted-average cost or net realizable value.
Their measurement involves the use of estimation to determine the tonnage, the
attainable gold recovery, and the remaining costs of completion to bring
inventory to its saleable form. Changes in these estimates can result in a
change in mine operating costs of future periods and carrying amounts of
inventories.
In determining the net realizable value of ore in stockpiles, gold in
carbon-in-leach ("Gold in CIL" or "Gold in circuit"), and gold doré, the
Group estimates future metal selling prices, production forecasts, realized
grades and recoveries, and timing of processing to convert the inventories
into saleable form. Reductions in metal price forecasts, increases in
estimated future production costs, reductions in the number of recoverable
ounces, and a delay in timing of processing can result in a write down of the
carrying amounts of the Group's ore in stockpiles, ore in mill and gold doré
inventories.
b) Critical accounting judgments
Information about critical judgments in applying accounting policies that have
the most significant risk of causing material adjustment to the carrying
amounts of assets and liabilities recognized in the financial statements
within the next financial year are discussed below:
(i) Impairment of exploration and evaluation assets
In accordance with IFRS 6 Exploration for and Evaluation of Mineral Resources,
management is required to determine if any indicators of impairment exist in
respect of the intangible exploration and evaluation assets.
In making the assessment, management makes this assessment at the
cash-generating unit ("CGU") level, which based on each key project and
geographic location, is considered to be the Douta Project (Senegal), Gold
exploration, Lithium exploration & Other.
In making the assessment, management is required to make judgments on the
status of each project and the future plans towards finding commercial
reserves. The nature of exploration and evaluation activity is such that only
a proportion of projects are ultimately successful, and some assets are likely
to become impaired in future periods.
(ii) Indicators of impairment of property, plant and equipment
The Group considers both internal and external information in its process of
determining whether there are any indicators for impairment of the Segilola
Gold mine. Management considers the following external factors to be relevant:
Changes in the market capitalization of the entity, changes in the long-term
gold price expectations, or changes in the technological, market, economic or
legal environment in which the entity operates, or in the market to which the
asset is dedicated. Management considers the following internal factors to be
relevant: changes in the estimates of recoverable ounces, significant
movements in production costs and variances of actual production costs when
compared to budgeted production costs, production patterns and whether
production is meeting planned budget targets, changes in the level of capital
expenditures required at the mine site, changes in the expected cost of
dismantling assets and restoring the site, particularly towards the end of a
mine's life.
5. PROFIT FROM OPERATIONS
5a. REVENUE
Year Ended
December 31,
2025 2024
Gold revenue 322,134 194,430
Silver revenue 1,446 600
Unrealized fair value movements on forward gold sale contracts 1,900 (1,900)
$ 325,480 $ 193,130
Gold revenue
The Group's revenue is generated in Nigeria and arises from the sale of gold
to established market counterparties in the international gold market.
For the years ended December 31, 2025 and 2024, revenue from two of the
Group's customers represented more than 10% of total revenue.
Forward contracts
As at December 31, 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 December 31, 2025 (December 31,
2024: liability of $1.9 million), with the liability previously recognized
within other financial liabilities.
5b. COST OF SALES
Year Ended
December 31,
2025 2024
Mining 24,161 28,209
Processing 29,124 23,019
Support services and others 9,217 5,813
Foreign exchange gains on production costs 135 (1,084)
Production costs 62,637 55,957
Transportation and refining 2,682 2,305
Royalties 2,920 1,156
Depreciation, depletion and amortization - operational assets 42,077 21,528
Cost of sales 110,316 80,946
( )
The Group identified a presentation reclassification within certain prior year
cost of sales categories. Comparative amounts have been re-presented to
reflect the appropriate presentation, with the following effect:
December 31, 2024 Adjustment December 31, 2024
(reported) (Adjusted)
Mining 17,984 10,225 28,209
Processing 23,257 (238) 23,019
Depreciation, depletion and amortization - operational assets 31,515 (9,987) 21,528
( )
( )
The above adjustments resulted in the following changes in the prior year
consolidated statement of cash flows and had no impact on the consolidated
statement of financial position:
( )
December 31, 2024 Adjustment December 31, 2024
(reported) (Adjusted)
Depreciation, depletion and amortization 32,714 (9,987) 22,727
Operating activities before changes in non-cash working capital accounts 136,032 (9,987) 126,045
Changes in inventory (40,567) 9,987 (30,580)
5c. AMORTIZATION AND DEPRECIATION
Year Ended
December 31,
2025 2024
Depreciation, depletion and amortization - operational assets 42,077 21,528
Depreciation, depletion and amortization - other assets 616 1,199
$ 42,693 $ 22,727
5d. OTHER ADMINISTRATION EXPENSES
Year Ended
December 31,
2025 2024
Employee compensation 3,909 3,439
Professional services 2,500 1,725
Pioneer service charge 3,075 1,283
Other corporate expenses 5,389 3,893
$ 14,873 $ 10,340
5e. INTEREST EXPENSE AND NET LOSS ON FINANCIAL LIABILITIES DESIGNATED AS AT
FVTPL
Year Ended
December 31,
Note 2025 2024
Interest on leases 8 403 757
Interest on provisions 11 52 54
Interest on loan from the Africa Finance Corporation 10 - 4,100
Interest on deferred element of EPC contract 10 - 446
Other - 140
Interest expense 455 5,497
Fair value movements on gold stream liability 9 575 3,976
Net loss on financial liabilities designated as at FVTPL 575 3,976
5f. INCOME TAX
The reconciliation of the combined Canadian federal and provincial statutory
income tax rate of 27% (2024 - 27%) to the effective tax rate is as follows:
Year Ended
December 31,
2025 2024
Profit before income taxes 199,317 91,170
Expected income tax (recovery) expense 53,816 24,616
Effect of differences in tax rates globally(1) 6,650 3,188
Mining convention benefits(2) (67,759) (31,515)
Nigerian education tax 6,088 2,865
Non-deductible expenses 3 -
Change in tax benefits not recognized 1,202 846
Income tax credit/(charge) $ - -
(1) (Rate differential reflects the difference between tax expense calculated
at the domestic tax rate of 27%, and the tax expense/(recovery) calculated
using the statutory tax rate applicable to each entity, of which some are in
low tax rate jurisdictions.)
(2) (The Group benefits from a tax holiday at its Segilola mine as detailed
below.)
( )
During the years ended December 31, 2025, and 2024 the Canadian federal
corporate income tax rate remained unchanged at 15%. The British Columbia
provincial corporate income tax rate also remained unchanged at 12%.
The Senegalese, Burkina Faso and Cote D'Ivoire income tax rates remained
unchanged at 30%, 28% and 25% respectively.
The Nigerian corporate income tax rate remained unchanged at 30% however the
Group benefits from a corporate tax holiday, under the Pioneer Status
Incentive
(https://www.google.com/search?q=Pioneer+Status+Incentive&oq=pioneer+nigeria+&gs_lcrp=EgZjaHJvbWUyCggAEEUYFhgeGDkyBwgBEAAYgAQyCAgCEAAYFhgeMggIAxAAGBYYHjIICAQQABgWGB4yCAgFEAAYFhgeMggIBhAAGBYYHjIICAcQABgWGB4yCAgIEAAYFhgeMggICRAAGBYYHtIBCDc5OTlqMGo3qAIAsAIA&sourceid=chrome&ie=UTF-8&mstk=AUtExfDVweAUHffdNO_s9VrTGRKF3kn_KVGsZUcCnxfXObpyzEpZWb__NCtk0M0Jo0kSz-pHvtf1N1TKJLqol6kD44iZ5TF6yBt_bb_b96X-6Cr_GkN5c6ny6Wbceu1f5a8xOV2Hbl3xxDxG-OVndel_IDBDvDvSsKTtSYw4u7H7ulIcO4k&csui=3&ved=2ahUKEwi0q8nA9OCSAxUsU0EAHTAXNbwQgK4QegQIARAC)
(PSI) scheme, at its Segilola mine whereby earnings generated by SROL are
not subjected to tax in Nigeria.
Unrecognized deferred tax assets
Deferred taxes are provided as a result of temporary differences that arise
due to the differences between the income tax values and the carrying amount
of assets and liabilities. Deferred tax assets have not been recognized in
respect of the following deductible temporary differences:
December 31, 2025 December 31, 2024
Property, plant & equipment (4) (6)
Unrealized losses from revaluation of assets 285 226
Share issuance costs - 3
Canadian development expenses 5 7
Non-capital losses carried forward 23,089 21,545
Net capital tax losses carried forward 28 28
Other temporary differences - 397
23,403 22,200
The Company has available non-capital losses in Canada of approximately $21.4
million (2024: $21.5 million). These non-capital losses may be utilized to
offset future taxable income and have carry forward periods of up to 20 years,
with expiration periods ranging from 2026 to 2044.
Given the corporate tax holiday granted to the Segilola mine in Nigeria, no
deferred tax is recognized on temporary differences related to SROL.
6. INVENTORY
December 31, 2025 December 31, 2024
Current:
Plant spares and consumables 12,163 11,123
Gold ore in stockpile 16,225 20,058
Gold in CIL 5,602 4,260
Gold doré - 5,663
Gold Bullion 3,214 -
37,204 41,104
Non-current:
Gold ore in stockpile 86,328 57,124
86,328 57,124
The cost of inventories recognized as expense in the year ended December 31,
2025 was $104.7 million and was included in cost of sales (December 31, 2024 -
$77.5 million).
During the year ended 31 December 2025, $11.8 million of depreciation,
depletion and amortization was capitalized to gold ore stockpiles (31 December
2024: $10.0 million).
7. TRADE AND OTHER RECEIVABLES
December 31, December 31, 2024
2025
Current:
Advance deposits to vendors 5,067 1,654
Prepaid expenses 2,950 1,991
Other receivables 402 377
Other prepayments 3,292 539
$ 11,711 4,561
Non-current:
Deposits 223 208
$ 223 208
Included in advance deposits to vendors are payment deposits towards key
equipment, materials and spare parts, with longer lead times to delivery,
which are of critical importance to maintain efficient operations of the mine
and process plant. These were made to mitigate against price volatility and
inflation currently affecting the sector.
As at December 31, 2025, the Group recognized $3.0 million as other
prepayments within trade and other receivables, representing the amount paid
in connection with the proposed acquisition of the remaining 30% interest in
the Douta project licence, Demande 11618. As at December 31, 2025, completion
of the acquisition remained subject to certain conditions precedent, including
final approval from the Minister of Mines. Further details are provided in
Note 13.
8. 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
is depreciated using the units-of-production method, which reflects the
pattern in which the economic benefits of the assets are consumed over the
life of the mine.
The key impacts on the consolidated statements of comprehensive income and the
Statement of Financial Position for the year ended December 31, 2025, were as
follows:
Right-of-use asset Lease liability Income statement
Carrying value January 1, 2025 7,302 (7,210)
Depreciation (1,901) - (1,901)
Interest - (403) (386)
Lease payments - 5,037 -
Foreign exchange movement 21 (19) (36)
Carrying value at December 31, 2025 5,422 (2,595) (2,323)
Current liability (2,550)
Non-current liability (45)
The key impacts on the consolidated statements of comprehensive income and the
Statement of Financial Position for the year ended December 31, 2024, were as
follows:
Right-of-use asset Lease liability Income statement
Carrying value January 1, 2024 12,096 (11,490)
Depreciation (4,788) - (4,788)
Interest - (757) (757)
Lease payments - 5,032 -
Foreign exchange movement (6) 5 5
Carrying value at December 31, 2024(1) 7,302 (7,210) (5,540)
Current liability (4,818)
Non-current liability (2,392)
During the year ended 31 December 2025, the Group changed the depreciation
method applied to mining fleet right-of-use assets from a straight-line basis
to a units-of-production basis. This change has been applied retrospectively
and is further described in note 12.
9. GOLD STREAM LIABILITY
Gold stream liability
December 31, 2025 December 31, 2024
Balance at beginning of period 9,358 20,043
Repayments (9,933) (14,661)
Fair value movements 575 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 was 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 December 31, 2025, the fair value of the
GSA liability was $nil.
During the year ended December 31, 2025, the Group made final cash payments
totaling $28.2 million under the terms of the agreement, of which $18.2
million was used to settle trade payables in that amount related to amounts
owed to AFC for gold sold under the GSA before December 31, 2024. As a result,
the GSA liability was fully settled as at December 31, 2025.
10. LOANS AND BORROWINGS
December 31, December 31, 2024
2025 Total
Total
Balance at beginning of period $ 860 $ 3,405
Offset against EPC payment - -
Principal repayments (860) (2,860)
Interest paid - (131)
Unwinding of interest in the period - 446
Balance period end $ - $ 860
Current liability - 860
Non-current liability - -
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 was
agreed on a lump sum turnkey basis which provided 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 year ended December 31, 2025, and no further amounts are
outstanding.
11. PROVISIONS
December 31, 2025 Fleet demobilization costs
Restoration costs
Other Total
Balance at beginning of period $ 19 $ 173 $ 4,869 $ 5,061
Unwinding of discount - - 52 52
Foreign exchange movements 4 - - 4
Balance at period end $ 23 $ 173 $ 4,921 $ 5,117
Current liability - - - -
Non-current liability 23 173 4,921 5,117
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 3.75% on
3-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.
12. PROPERTY, PLANT AND EQUIPMENT
During the year ended 31 December 2025, management reassessed certain
historical asset classifications and depreciation methodologies to ensure
alignment with the underlying nature and consumption pattern of the assets.
As part of this review, the depreciation methodology applied to mining fleet
right-of-use assets was revised from a straight-line basis to a
units-of-production basis, as this more appropriately reflects the pattern in
which the economic benefits of these assets are consumed. This change has been
applied retrospectively. The impact on prior periods was assessed and
determined to be not material, and therefore no restatement of previously
reported amounts was required.
In addition, certain mineral rights acquired as part of the 2016 asset
acquisition, which had previously been included within the Segilola mine
depletable balance following commencement of commercial production, have been
reclassified to exploration and evaluation intangible assets (Note 13). These
licences relate to areas that have not yet reached technical feasibility or
commercial viability and are therefore more appropriately presented as
intangible exploration assets.
The combined effect of the above revision results in a reallocation within
non-current assets.
January 1, 2024 Adjustment January 1, 2024
(reported) (Adjusted)
Property Plant and Equipment
Cost
Segilola mine depletable 194,326 (4,485) 189,841
Intangible assets
Gold exploration licenses 4,050 4,485 8,535
December 31, 2024 Adjustment December 31, 2024
(reported) (Adjusted)
Property Plant and Equipment
Cost
Segilola mine depletable 198,300 (4,485) 193,815
Intangible assets
Gold exploration licenses 7,449 4,485 11,934
a) Segilola mine
Capitalized costs associated with Segilola depletable mining assets include
$31.0M (2024 - $68.9M) related to the acquisition of production-stage
properties, mine development expenditures and estimates of
reclamation/closure costs, and $36.5M (2024 - $46.6M) related to processing
plant, machinery and equipment.
During the year ended December 31, 2025, the Company capitalized $nil (2024:
$0.7 million) of production stripping costs to the Segilola mine.
The depletion expense related to production stripping costs deferred for the
year ended December 31, 2025, was $5.7 million (year ended December 31, 2024 -
$2.4 million).
Included in the Segilola mine depletable balance at December 31, 2025, is
$16.2 million (December 31, 2024 - $16.2 million) related to production
stripping costs.
13. INTANGIBLE ASSETS
The Group's intangible assets costs are as follows:
a) Douta Gold Project, Senegal:
The Douta Project consists of 2 licences, a 100% interest in Demande 11618 and
a 70% interest in licence EL03709.
On September 8, 2025, the Group entered into a binding sale and purchase
agreement with International Mining Company SARL ("IMC") to acquire the
remaining 30% minority equity interest in Demande 11618. The transaction is
subject to certain conditions precedent, including final approval from the
Minister of Mines, which as at December 31, 2025 remained outstanding. Total
consideration comprises $3.0 million in cash, of which 50% was paid on signing
and 50% was paid in December 2025, and a 1.25% average net smelter royalty
capped at $60.0 million. As at December 31, 2025, the $3.0 million cash
consideration paid has been recognized as a prepayment within trade and other
receivables, as completion of the acquisition still remains subject to
conditions precedent (see Note 7).
In 2025, the Group also acquired an initial 70% interest in the Bousankhoba
Exploration Permit EL03720 ("Bousankhoba"), an early-stage gold exploration
permit located contiguous to the east of the Group's Douta West permit. In
accordance with applicable local mining regulations, the State is entitled to
a 10% free carried interest in the project upon commencement of exploitation.
As a result, the Group's effective economic interest is expected to be 65%.
Bousankhoba covers approximately 30 kilometers of continuous soil geochemical
anomalies and has been subject to limited historical early-stage drilling. The
terms of the Bousankhoba acquisition include an earn-in payment of US$160
thousand.
b) Lithium exploration Licenses, Nigeria
As at December 31, 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.
During the year, the Group carried out an impairment assessment of its lithium
exploration licences following the results obtained from exploration
activities in 2025. The work performed did not identify commercially viable
lithium resources, and no clear pathway to development or further value
creation was established based on the information available.
In addition, the Group does not plan to undertake further significant work on
these licence areas and will continue to focus on its core gold operations. As
a result, the decision was taken to fully impair the carrying value of the
lithium exploration licences as at December 31, 2025, recognizing an
impairment charge of $3,107 thousand through the Consolidated Statement of
Comprehensive Income.
c) Gold exploration Licenses
Nigeria
As at December 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, in 2025 the Group expanded its operations into Cote D'Ivoire via
the agreements detailed below:
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 was completed during 2025 with all necessary Ministerial
approvals received. The total consideration for the acquisition was a cash
payment of $100 thousand and a 2% Net Smelter Royalty.
Boundiali
In 2024, 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
In 2024, 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 $50 thousand in
cash.
14. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
December 31, December 31,
2025 2024
Trade payables 891 44,367
Accrued liabilities 13,247 3,146
PSI service charge accrual 4,358 1,283
Dividends payable (Note 16) 659 -
Other payables 208 171
19,363 48,967
Accounts payable and accrued liabilities are classified as financial
liabilities and approximate their fair values.
The decrease in trade payables compared to the prior year is primarily due to
the settlement of amounts payable under the gold stream agreement during the
year (see Note 9).
Pioneer Service Charge (PSI)
The PSI service charge accrual represents amounts payable under the Pioneer
Status Incentive ("PSI") scheme in Nigeria. Under the terms of the PSI
approval granted to the Group's Nigerian subsidiary, the entity is exempt from
corporate income tax during the tax holiday period and is required to pay a
pioneer service charge calculated as a percentage of operating results as
defined under the PSI regulations.
15. DEFERRED REVENUE
December 31, December 31,
2025 2024
Deferred revenue - 4,463
The deferred revenue for the year ended December 31, 2024 relates to cash
received in advance of delivery of gold and not yet recognized as revenue.
The advance sales as at December 31, 2024, represents 2,000 oz of gold that
was delivered in January 2025.
16. CAPITAL AND RESERVES
a) Authorized
Unlimited common shares without par value.
b) Issued
December 31, December 31, 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 8,232,758 1,473 1,000,000 142
665,297,482 83,106 657,064,724 81,633
On January 20, 2025, 13,040,000 options were exercised at a price of CAD$0.20
per share, resulting in net proceeds of $760 thousand and the issuance of
8,232,758 common shares. A portion of the options exercised were settled on a
net settlement (cashless) basis, whereby the exercise price was satisfied
through the withholding of a portion of the underlying shares. Accordingly,
the number of shares issued were lower than the total number of options
exercised.
On November 22, 2024, 1,000,000 options were exercised at a price of CAD$0.20
per share, resulting in net proceeds of $142 thousand.
c) Share-based compensation
Stock option plan
The Group has 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 Company
are reserved for issuance upon exercise of options.
All of the stock options granted were vested as at the reporting date. These
options did not contain any market conditions and the fair value of the
options were charged to the consolidated statements of comprehensive income or
capitalized as Segilola mine construction costs in the period where granted to
personnel whose cost is capitalized on the same basis
The following is a summary of changes in stock options from January 1, 2025,
to December 31, 2025, and the outstanding and exercisable options at December
31, 2025:
In Canadian dollars
The following is a summary of changes in options from January 1, 2024, 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'.'
'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.
'Retained earnings' is used to record the Group's accumulated earnings.
d) Dividends
During the year ended December 31, 2025, the Company declared dividends
totaling $17.8 million (C$0.0375 per share), of which $17.1 million was paid
during the year.
The remaining balance of $0.7 million was unpaid as at December 31, 2025 and
is included within accounts payable and accrued liabilities (Note 14).
Dividends paid during the year are presented within financing activities in
the consolidated statement of cash flows.
17. EARNINGS PER SHARE
Diluted earnings per share was calculated based on the following:
December 31, December 31, 2024
2025
Basic weighted average number of shares outstanding 664,936,594 656,171,573
Stock options - 3,044,459
Diluted weighted average number of shares outstanding 664,936,594 659,216,032
Total common shares outstanding 665,297,482 657,064,724
Total potential diluted common shares 665,297,482 670,104,724
18. 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 9.
b) Compensation of key management personnel
The remuneration of directors and other members of key management during the
year ended December 31, 2025, and 2024 were as follows:
Year Ended December 31,
2025 2024
Salaries and bonuses
Current officers (i) (ii) $ 2,113 $ 1,487
Directors' salaries, bonuses and fees
Adrian Coates (i) (ii) 155 144
Collin Ellison (i) (ii) 94 87
Folorunso Adeoye (i) (ii) 92 84
Franklin Edochie (i) (ii) - -
Julian Barnes (i) (ii) 95 87
Kayode Aderinokun (i) (ii) 87 80
Osam Iyahen (i) (ii) - -
Segun Lawson (i) (ii) 1,085 705
((i) Key management personnel were not paid post-employment
benefits, termination benefits, or other long-term benefits during the years
ended December 31, 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 December 31,
2025, include $92 thousand (December 31, 2024 - $85 thousand) 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.)
( )
( )
19. 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:
December 31, 2025 Measured at amortized cost Measured at fair value through profit and loss Total
Assets
Cash 137,750 - 137,750
Trade and other receivables 402 - 402
Total assets 138,152 - 138,152
Liabilities
Accounts payable and accrued liabilities 19,363 - 19,363
Lease liabilities 2,595 - 2,595
Total liabilities 21,958 - 21,958
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
Trade and other receivables 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
Credit risk
Credit risk is the risk of an unexpected loss if a counterparty to a financial
instrument fails to meet its contractual obligations.
The Group manages the credit risk associated with cash by investing these
funds with highly rated financial institutions, and by monitoring its
concentration of cash held in any one institution. As such, the Group deems
the credit risk on its cash to be low. At December 31, 2025, 0.1% of the
Group's cash balances were invested in AAA rated financial institutions (2024:
1%), 84.98% in AA rated financial institutions (2024: 77%), 0.22% in AA- rated
financial institutions (2024: 1%), 0.0% in A rated financial institutions
(2024: 1%), 0.89% in A- rates financial institutions (2024: 3%), 13.82% in BBB
rated financial institutions (2024: nil) and 0.05% in B- rated institutions
(2024: 0%).
The Group sells its gold to large international organizations with strong
credit ratings, and the historical level of customer defaults is minimal. As a
result, the credit risk associated with gold trade receivables at December 31,
2025 is considered to be negligible.
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at December 31, 2025, and
December 31, 2024, were as follows:
December 31, December 31,
2025 2024
Cash 137,750 12,040
Trade and other receivables 402 377
Total 138,152 12,417
Liquidity and funding risk
Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group ensures that there is
sufficient capital in order to meet short-term business requirements, after
taking into account the Group's holdings of cash. The Group's cash is held in
business accounts and is available on demand.
In the normal course of business, the Group enters into contracts and performs
business activities that give rise to commitments for future minimum payments.
The following table summarizes the Group's significant remaining contractual
maturities for financial liabilities at December 31, 2025, and December 31,
2024.
Contractual maturity analysis as at December 31, 2025
Less than 3 - 12 1 - 5 Longer than
3 months Months Year 5 years Total
$ $ $ $ $
Accounts payable and accrued liabilities 19,363 - - - 19,363
Lease liabilities 1,214 1,618 48 - 2,878
20,577 1,618 48 - 22,241
Contractual maturity analysis as at December 31, 2024
Less than 3 - 12 1 - 5 Longer than
3 months Months Year 5 years Total
$ $ $ $ $
Accounts payable and accrued liabilities 47,684 1,283 - - 48,967
Lease liabilities 1,214 3,641 2,427 - 7,282
Gold stream liability 6,534 3,447 - - 9,981
Loans and borrowings - 932 - - 932
Other liabilities 1,900 - - - 1,900
57,332 9,303 2,427 - 69,062
Market risk
The Group is subject to normal market risks including fluctuations in foreign
exchange rates and interest rates. While the Group manages its operations in
order to minimize exposure to these risks, the Group has not entered into any
derivatives or contracts to hedge or otherwise mitigate this exposure.
a) Foreign currency risk
The Group seeks to manage its exposure to this risk by holding its cash
balances in the same denomination as that of the majority of expenditure to be
incurred. The Group also seeks to ensure
that the majority of expenditure and cash of individual subsidiaries within
the Group are denominated in the same currency as the functional currency of
that subsidiary.
The Group's exploration expenditures, certain acquisition costs and operating
expenses are denominated in United States Dollars, Nigerian Naira, UK Pounds
Sterling and West African Franc. The Group's exposure to foreign currency risk
arises primarily on fluctuations between the United States Dollar and the
Canadian Dollar, Nigerian Naira, UK Pounds Sterling and West African Franc.
The Group has not entered into any derivative instruments to manage foreign
exchange fluctuations.
The Group does enter into foreign exchange agreements during the ordinary
course of operations in order to ensure that it has sufficient funds in order
to meet payment obligations in individual currencies. These agreements are
entered into at agreed rates and are not subject to exchange rate fluctuations
between the agreement and settlement dates.
The following table shows the currency of net monetary assets and liabilities
by functional currency of the underlying companies for the year ended December
31, 2025:
Functional Currency
US dollar Pound Sterling Nigerian West
Naira African Total
Franc
Currency of net monetary asset/(liability) December 31, 2025 December 31, 2025 December 31, 2025 December 31, 2025 December 31, 2025
USD USD USD USD USD
Canadian dollar (796) - - - (796)
US dollar 118,438 1 - - 118,439
Pound Sterling 1,206 (12) - - 1,194
Nigerian Naira (2,820) - - (35) (2,855)
West African Franc 262 - 83 - 345
Euro (23) - - - (23)
Australian dollar (110) - - - (110)
Total 116,157 (11) 83 (35) 116,194
The following table shows the currency of net monetary assets and liabilities
by functional currency of the underlying companies for the year ended December
31, 2024:
Functional Currency
US dollar Pound Sterling Nigerian West
Naira African Total
Franc
Currency of net monetary asset/(liability) December 31, 2024 December 31, 2024 December 31, 2024 December 31, 2024 December 31, 2024
USD$ USD$ USD$ USD$ USD$
Canadian dollar (240) - - - (240)
US dollar (52,645) - - - (52,645)
Pound Sterling (216) - - - (216)
Nigerian Naira (2,637) - (35) - (2,672)
West African Franc 49 - - 83 132
Euro (407) - - - (407)
Australian dollar (82) - - - (82)
Total (56,178) - (35) 83 (56,130)
The following table discusses the Group's sensitivity to a 5% increase or
decrease in the United States Dollar against the Nigerian Naira:
United States United States
Dollar Dollar
Appreciation Depreciation
December 31, 2025 By 5% By 5%
Comprehensive income (loss)
Financial assets and liabilities 134 (134)
December 31, 2024
Comprehensive income (loss)
Financial assets and liabilities 126 (126)
20. 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.
21. CONTRACTUAL COMMITMENTS AND CONTINGENT LIABILITIES
Contractual Commitments
The Group has no contractual obligations that are not disclosed on the
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 IFRS Accounting 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.
22. SEGMENTED DISCLOSURES
Segment Information
The Group's operations comprise three reportable segments, the Segilola Mine
Project, Exploration Projects, and Corporate. These three reporting segments
have been identified based on operational focuses of the Group following the
decision to develop the Segilola Mine Project. The following table provides
the Group's results by operating segment in the way information is provided to
and used by the Group's chief operating decision maker, which is the CEO, to
make decisions about the allocation of resources to the segments and assess
their performance.
December 31, 2025 Segilola Mine Project Exploration Projects Corporate Total
Current assets 120,793 3,373 62,499 186,665
Non-current assets
Inventory 86,328 - - 86,328
Trade and other receivables - - 223 223
Right-of-use assets 5,203 - 219 5,422
Property, plant and equipment 67,551 408 36 67,995
Intangible assets 62 60,387 - 60,449
Total assets 279,937 64,168 62,977 407,082
Non-current asset additions 4,857 22,495 - 27,352
Liabilities (25,392) (218) (1,465) (27,075)
Profit (loss) for the period 203,249 (3,107) (3,931) 196,211
- revenue 325,480 - - 325,480
- cost of sales (110,316) - - (110,316)
- impairment - (3,107) - (3,107)
- other administration expenses (8,482) - (6,391) (14,873)
- interest expense and loss on liabilities designated as at FVTPL (1,030) - - (1,030)
Non-current assets by geographical location:
Cote D`Ivoire
December 31, 2025 United Kingdom
Senegal Nigeria Total
Inventory - - 86,328 - 86,328
Trade and other receivables - - - 223 223
Right-of-use assets - - 5,203 219 5,422
Property, plant and equipment 387 - 67,572 36 67,995
Intangible assets 34,213 4,163 22,073 - 60,449
Total non-current assets 34,600 4,163 181,176 478 220,417
December 31, 2024 Segilola Mine Project Exploration Projects Corporate Total
Current assets 56,349 325 1,031 57,705
Non-current assets
Inventory 57,124 - - 57,124
Trade and other receivables - - 208 208
Right-of-use assets 6,952 - 350 7,302
Property, plant and equipment 115,507 427 76 116,010
Intangible assets 134 40,589 - 40,723
Total assets 236,066 41,341 1,665 279,072
Non-current asset additions 4,054 8,671 - 12,725
Liabilities (76,347) (178) (1,294) (77,819)
Profit (loss) for the period 96,111 (121) (4,818) 91,172
- revenue 193,130 - - 193,130
- cost of sales (80,946) - - (80,946)
- other administration expenses (5,595) (120) (4,625) (10,340)
- interest expense and loss on liabilities designated as at FVTPL (9,473) - - (9,473)
Non-current assets by geographical location:
British Virgin Islands
December 31, 2024 United Kingdom
Senegal Nigeria Total
Inventory - - 57,124 - 57,124
Trade and other receivables - - - 208 208
Right of use assets - - 6,952 350 7,302
Property, plant and equipment 401 - 115,533 76 116,010
Intangible 25,096 589 15,038 - 40,723
Total non-current assets 25,497 589 194,647 634 221,367
23. SUPPLEMENTAL CASH FLOW INFORMATION
Year Ended
December 31,
2025 2024
Non-cash items:
Exploration & Evaluation assets expenditures 8 29
Change in accounts payable and accrued liabilities relating to loans and - 2,302
borrowings repayments
24. SUBSEQUENT EVENTS
On January 13, 2026, the Board of Directors declared a standard quarterly
dividend of C$0.0125 per share and an additional bonus dividend of C$0.015 per
share, for a total dividend of C$0.0275 per share. These dividends were paid
on February 13, 2026.
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. END FR ZZGGDVLMGVZG
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