TIDMTHR
RNS Number : 5851N
Thor Mining PLC
30 September 2021
30 September 2021
Thor Mining plc
("Thor" or the "Company")
Results for the year ended 30 June 2021
The Directors of Thor Mining PLC (AIM, ASX: THR) are pleased to
provide the Company's audited annual financial report for the year
ended 30 June 2021.
The Company's annual financial report was will also be released
pre-market opening tomorrow on the Australian Stock Exchange
("ASX") as required under the listing rules of the ASX.
The annual report will be published and notified in due
course.
For further information on the Company, please visit
www.thormining.com or contact the following:
Thor Mining PLC
Nicole Galloway Warland, Managing Director Tel: +61 (8) 7324 1935
Ray Ridge, CFO / Company Secretary Tel: +61 (8) 7324 1935
WH Ireland Limited (Nominated Adviser Tel: +44 (0) 207 220
and Joint Broker) 1666
Jessica Cave / Darshan Patel
Jasper Berry (Corporate Broking)
SI Capital Limited (Joint Broker) Tel: +44 (0) 1483 413
500
Nick Emerson
Yellow Jersey (Financial PR) thor@yellowjerseypr.com
Sarah Hollins / Henry Wilkinson Tel: +44 (0) 20 3004
9512
Updates on the Company's activities are regularly posted on
Thor's website www.thormining.com , which includes a facility to
register to receive these updates by email, and on the Company's
twitter page @ThorMining.
About Thor Mining PLC
Thor Mining PLC (AIM, ASX: THR; OTCQB: THORF) is a diversified
resource company quoted on the AIM Market of the London Stock
Exchange, ASX in Australia and OTCQB Market in the United
States.
The Company is advancing its diversified portfolio of precious,
base, energy and strategic metal projects across USA and Australia.
Its focus is on progressing its copper, gold, uranium and vanadium
projects, while seeking investment/JV opportunities to develop its
tungsten assets.
Thor owns 100% of the Ragged Range Project, comprising 92 km(2)
of exploration licences with highly encouraging early stage gold
and nickel results in the Pilbara region of Western Australia, for
which drilling is planned in the second half of 2021.
At Alford East in South Australia, Thor is earning an 80%
interest in copper deposits considered amenable to extraction via
In Situ Recovery techniques (ISR). In January 2021, Thor announced
an Inferred Mineral Resource Estimate of 177,000 tonnes contained
copper & 71,000 oz gold(1).
Thor also holds a 30% interest in Australian copper development
company EnviroCopper Limited, which in turn holds rights to earn up
to a 75% interest in the mineral rights and claims over the
resource on the portion of the historic Kapunda copper mine and the
Alford West copper project, both situated in South Australia, and
both considered amenable to recovery by way of ISR.(2)
Thor holds 100% interest in two private companies with mineral
claims in the US states of Colorado and Utah with historical
high-grade uranium and vanadium, drilling and production
results.
Thor holds 100% of the advanced Molyhil tungsten project,
including indicated and inferred resources , in the Northern
Territory of Australia, which was awarded Major Project Status by
the Northern Territory government in July 2020.
Adjacent to Molyhil, at Bonya, Thor holds a 40% interest in
deposits of tungsten, copper, and vanadium, including Inferred
resource estimates for the Bonya copper deposit, and the White
Violet and Samarkand tungsten deposits.
Thor holds 100% of the Pilot Mountain tungsten project in
Nevada, USA which is subject to a sale option agreement.(6)
Notes
(1)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210127-maiden-copper.gold-estimate-alford-east-sa.pdf
(2)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf
3
www.thormining.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf
4
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20191011-molyhil-mineral-resource-estimate-enhanced.pdf
(5)
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf
(6)
http://www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210901-pilot-mountain-project-us1.8m-sale-option.pdf
2021 ANNUAL REPORT
REVIEW OF OPERATIONS AND STRATEGIC REPORT
COPPER PROJECTS - SOUTH AUSTRALIA
Thor holds direct and indirect interests in over 400,000 tonnes
of Inferred copper resources (Tables A, B, & C) in South
Australia, via its 80% farm-in interest in the Alford East copper
project and its 30% interest in EnviroCopper Ltd (Alford West and
Kapunda Projects). Each of these projects are considered by Thor
directors to have significant growth potential, and each are being
advanced towards development via low-cost, environmentally friendly
In Situ Recovery (ISR) techniques.
ALFORD EAST COPPER-GOLD PROJECT - SOUTH AUSTRALIA
The Alford East Copper-Gold Project is located on EL6529, where
Thor is earning up to an 80% interest from unlisted Australian
explorer Spencer Metals Pty Ltd, covering portions of EL6255 and
EL6529 (THR:ASX 23 November 2020).
The Project covers the northern extension of the Alford Copper
Belt, located on the Yorke Peninsula, SA. The Alford Copper Belt is
a semi coherent zone of copper-gold oxide mineralisation, within a
structurally controlled, north-south corridor consisting of deeply
kaolinised and oxidised troughs within metamorphic units on the
edge of the Tickera Granite, Gawler Craton, SA.
Utilising historic drill hole information, Thor completed an
inferred Mineral Resource Estimate (MRE), with summaries in Table A
(THR:ASX 27 January 2021), consisting of:
-- 125.6Mt @ 0.14% Cu containing 177,000t of contained
copper
-- 71,500oz of contained gold
www.thormining.com/sites/thormining/media/pdf/asx-announcements/20210127-maiden-copper.gold-estimate-alford-east-sa.pdf
Diamond Drilling Program
An initial 1000m diamond drilling program, focusing on the
northern portion of the Alford East copper gold deposit around the
AE-5 and AE-8 mineralised domains commenced in June 2021, with two
drillholes AED001 and AED002 completed during FY20/21 (ASX: THR
Announcement 11 June 2021 and 30 June 2021).
Historic aircore drilling often stopped on blade refusal
(silcrete horizon), with only a number of deeper diamond holes
extending to fresh rock, hence this initial drilling program is
designed to test the depth extent of the oxide mineralisation,
adjacent to and along strike of these mineralised diamond
holes.
A new 3D geological model, comprising trough and ridge style of
faulting has developed from 3D modelling of geology. This modelling
has identified new weathering boundaries and highlighted key
structures controlling and offsetting mineralisation. Planned holes
were therefore designed to expand potential weathered zones where
the top of fresh rock has yet to be intersected in drilling and
validate the controlling mineralised structures. In the future,
drilling will also target potential high-grade Cu-Au zones adjacent
to these controlling structures.
The two initial drill holes (completed prior to 30 June 2021)
validated the new geological model, with c opper and gold
intercepts including:
-- 21AED001:
108.2m @ 0.17% Cu and 0.1g/t Au from 6.2m, including
25.3m @ 0.11% Cu from 6.2m
32.9m @ 0.4% Cu and 0.31g/t Au from 81.5 m, and
5m @ 0.5% Cu and 1.02g/t Au from 102m
-- 21AED002:
59.9m @ 0.31% Cu from 21.9m
The validation of the geological model is vitally important for
future drill targeting and geological resource modelling. The
geological model predicts that the control on copper-gold
mineralisation is a NE-SW fault that may join AE-5 to AE-8
mineralisation.
Core samples [are currently] at the laboratory with assays
pending.
During the drilling program, groundwater analysis and core
samples will be collected for hydrometallurgical and groundwater
studies. The hydrometallurgical work will be undertaken by Mining
and Process Solutions (MPS) Pty Ltd with water analysis by
Groundwater Science Pty Ltd. The key objective of the initial
metallurgical work is to develop the best lixiviant formulation for
the oxide copper-gold mineralisation of Alford East deposit in the
context of an ISR based approach. Understanding the ground water
characteristics, especially pH and chemical composition is
essential for the lixiviant trials and any potential ISR
development.
In conjunction with the technical assessment, Thor will continue
ongoing stakeholder and community engagement, and regulatory
activities.
Based on the nature of the oxide mineralisation, the deposit is
considered amenable to ISR techniques. For further information on
ISR please refer to Thor's website via this link for an informative
video: www.youtube.com/watch?v=eG_1ZGD0WIw
ENVIROCOPPER COPPER PROJECTS - SOUTH AUSTRALIA
Thor holds a 30% equity interest in private Australian company,
EnviroCopper Limited ("ECL"). In turn, ECL has entered into an
agreement to earn, in two stages, up to 75% of the rights over
metals which may be recovered via ISR contained in the Kapunda
deposit from Australian listed company, Terramin Australia Limited
("Terramin" ASX: "TZN"), and rights to 75% of the Alford West
copper project comprising the northern portion of exploration
licence EL5984, held by Andromeda Metals Limited (ASX:ADN).
Information about EnviroCopper Limited and its projects can be
found on the EnviroCopper website:
www.envirocopper.com.au
ALFORD WEST
Based on substantial historic drilling, a Mineral Resource
Estimate (MRE) was completed in 2019 (ASX: THR 15 August 2019) on
several of the deposits at Alford West, totalling 66.1 million
tonnes (MT) grading 0.17% copper (Cu), containing 114,000 tonnes of
contained copper, using a cut-off grade of 0.05% Cu (Table B).
KAPUNDA
During 2018, the Australian Government Ministry for Science,
Jobs and Innovation announced an offer to ECR for research funding
of A$2,851,303, over a 30-month period (since extended to 30 June
2021), for the Kapunda In-Situ Copper and Gold Recovery Trial.
Funds from this grant are expected to cover the major portion of
costs of the program scheduled for the balance of work in 2021.
The MRE for Kapunda, excluding any potential gold credits, is
summarised in Table C.
Testwork to date has demonstrated that both copper and gold are
recoverable, using a range of lixiviants, from historical drill
samples, and that the ground conditions will allow the flow of
fluids necessary for ISR production.
The 2021 field program is dual purpose:
-- Additional drill testing, along with assay of historical
samples, aimed at the confirmation and extension of the known gold
mineralisation to allow inclusion of gold in the mineral resource
estimate.
-- Site Environment Lixiviant Recovery (SELT) trials. This work
(funded by the Australian Government grant) is aimed to be the
final technical feasibility demonstration of ISR technology at
Kapunda for copper and gold recovery, prior to commencement of
commercial feasibility study processes.
MOLYHIL TUNGSTEN PROJECT - NORTHERN TERRITORY
The 100% owned Molyhil tungsten-molybdenum project is located
220 km north-east of Alice Springs (320km by road) within the
prospective polymetallic province of the Proterozoic Eastern Arunta
Block in the Northern Territory.
Thor Mining PLC acquired this project in 2004 as an advanced
exploration opportunity. Since then, the project has been taken to
the level where it is substantially permitted for development and,
by global standards, is recognised as one of the higher grade
open-pittable tungsten projects, with low capital and operating
costs per unit of tungsten production. The construction period for
the Molyhil development is estimated at 12 months from the time
finance is secured, and discussions with various parties in order
to secure finance for this purpose are proceeding. We have
demonstrated the production of tungsten concentrates to a quality
acceptable to the market and hold a Memorandum of Understanding in
respect of concentrate sales with a major international downstream
processor.
T he deposit consists of two adjacent outcropping iron-rich
skarn bodies, the northern 'Yacht Club' lode and the 'Southern'
lode. Both lodes are marginal to a granite intrusion; both lodes
contain scheelite (CaWO(4) ) and molybdenite (MoS(2) )
mineralisation. Both the outlines of the lodes and the banding
within the lodes strike approximately north and dip steeply to the
east.
In April 2021, (THOR:ASX 8 April 2021) a revised Mineral
Resource Estimate (MRE) was completed comprising Measured,
Indicated, and Inferred Mineral Resources, totalling 4.4 million
tonnes at 0.27% WO(3) (Tungsten trioxide), 0.10% Mo (Molybdenum),
and 0.05% Cu (Copper) using a 0.07% WO(3) cut-off (Table D). The
estimation of WO(3) and Mo using Mixed Support Kriging was
undertaken by Golder Associates ("Golder"), with the estimation of
Fe and Cu by Ordinary Kriging was undertaken by Resource Evaluation
Services ("RES")
In conjunction with the Mineral Resource Estimate, 3D geological
modelling identified two prominent structures - Yacht Club fault
and South Offset fault. Based on the geological timing of these
faults they may have a significant impact on mineralisation, hence
creating targets for potential extensions.
Modelling of the 3D magnetics and the position of the modelled
South Offset Fault strongly implies an offset of the magnetic
material (magnetite skarn) host to the tungsten-molybdenum
mineralisation, identifying a strong magnetic anomaly, south of the
fault. Although there are a few drillholes to the south of the
South Offset Fault, these have not intersected the magnetic body .
Thor Mining was awarded A$110,000 from the Northern Territory
Government as part of the Resourcing the Territory, Geophysics and
Drilling Collaborations (GDC) program. These funds will go towards
drill testing these recently identified magnetic targets adjacent
to the mineralisation at the Molyhil tungsten-molybdenum
deposit.
A full background on the project is available on the Thor Mining
website: www.thormining.com/projects .
BONYA (TUNGSTEN, COPPER, VANADIUM) - NORTHERN TERRITORY
Adjacent to Molyhil, the Bonya tenements, in which Thor holds a
40% interest, host outcropping tungsten/copper resources, a copper
resource and a vanadium deposit.
In March 2020 quarter, the Joint Venture reported a maiden
resource estimate for the White Violet and Samarkand deposits
(Table E and F).
RAGGED RANGE (GOLD & NICKEL) - WESTERN AUSTRALIA
The 100% owned Ragged Range Project, located in the highly
prospective Eastern Pilbara Craton, Western Australia was acquired
in 2019 (E46/1190, E46/1262, E46/1355, E46/1340), with the recent
additional tenure surrounding the gold anomalous and copper-gold
zones, E46/1393 (application).
Since acquisition, Thor has conducted several programs of stream
and soil geochemical sampling and flown an airborne magnetics
survey over the eastern tenement area. Results including over
2.2g/t Au (ASX: THR 1 December 2020) defined a 13km gold
corridor.
Further reconnaissance and infill soil sampling will continue
along the Sterling Prospect structural corridor, to define drill
targets for maiden RC program scheduled for Q1 FY21. Thor Mining
was awarded A$160,000 from the Western Australia Government under
the EIS Co-funded grants program to drill test gold anomalies at
the Sterling Prospect.
Concurrent with the drilling program, regional gold targets
including to the northwest and southeast of Sterling prospect, the
granitoid contact in the north, plus the copper-gold area in the
northeast (Kelly/Ryan Prospects) will be followed up with
reconnaissance stream and soil geochemistry programs. Government
and company geophysics are being used in conjunction with the
geochemical data, to assist with structural and lithological
targeting.
Details of the projects may be found on the Thor website via
this link:
www.thormining.com/projects/ragged-range-pilbara-project
Nickel Gossan
Geological mapping of the nickel gossan which was previously
sampled in mid-2020 (THR: ASX 31 July 2020) confirmed that the
gossan extends over 1km and sits at the base of the Dalton Suite
(ultramafic units), adjacent to the older Felsic Volcanics of the
Wyman Formation. This position of the gossan at the base of the
ultramafic contact is significant from a geological nickel-sulphide
model perspective.
Prior to drill testing beneath the gossan, a ground
electromagnetic (EM) survey will be undertaken. Thor is currently
finalising this program.
E46/1393- Kelly/Ryan Copper- Gold Prospects
A new tenement application E46/1393 in the northeast covers a
recently surrendered mining lease M46/171. This area covers several
historic copper-gold and copper-base metals mines and prospects.
The copper mineralisation is associated with the dacite Boolina
porphyry, close to the margin of the Corunna batholith, and
intrudes the Kelly greenstone belt.
At Kelly's Mine, historic production between 1955-1970, although
small, was of very high-grade - 610t of ore averaging 19.47%
Cu.(1)
Exploration to date has been sporadic, with no systematic
approach over the area. Thor will be targeting areas of
mineralisation, zones of alteration, shears/faults and zones of
brecciation.
(1) https://www.mindat.org/loc-122951.html
URANIUM AND VANADIUM PROJECT - COLORADO AND UTAH, USA
Thor holds a 100% interest in two US companies with mineral
claims in Colorado and Utah, USA. The claims host uranium and
vanadium mineralisation in an area known as the Uravan Mineral
Belt, which has a history of high-grade uranium and vanadium
production. A processing plant which has historically taken third
party ore for toll treatment is located near Blanding within
economic transport distance (Energy Fuels White Mesa Mill).
The uranium-vanadium deposits within the Uravan Mineral Belt,
hosted mainly in the Salt Wash member of the Morrison Formation on
the Colorado Plateau are classified by the International Atomic
Energy Agency (IAEA) as "Saltwash type" sandstone hosted uranium
deposits. They are considered unique amongst the sandstone-hosted
type of deposits in that they are predominantly vanadium (V(2) O(5)
) with accessory uranium (U(3) O(8) ). They occur as tabular bodies
in reduced sequences of highly oxidised, feldspar-rich sandstones
that have substantial fossilised plant material. High-grade uranium
and vanadium occur together although vanadium has a much larger
halo. Based on production figures the vanadium exceeds uranium in
ratios ranging from 3:1 to 10:1 with the ratio increasing
southward; averaging 5:1 in the Wedding Bell/Groundhog Project
area.
Larger deposits are found in paleochannels (braided streams in
the Jurassic period) where accumulations of plant material led to
more reduced conditions being retained over time. The Salt Wash
member consists of interbedded fluvial sandstone and
floodplain-type mudstone. The Salt Wash member is gently folded
into a shallow dome meaning it is often close to surface or
exposed. The sandstone beds form cliffs or rims with the mudstone
units forming slopes. The upper most sandstone contains the
majority of the ore deposits.
High grade assay results from due diligence work completed by
Thor (ASX: THR 10 September 2020), returning up to 1.25% U(3) O(8)
and 3.47% V(2) O(5) , confirm uranium and vanadium mineralisation
within the Salt Wash member of the Morrison Formation, which is
consistent and typical of the historical production in the Wedding
Bell, Radium Mountain area of the Uravan mineral belt.
A drilling program, testing the Colorado claims, including
Groundhog, Rim Rock and Area 23 prospects, is currently going
through the Colorado state permitting process, with environmental
surveys, including Raptor surveys completed. In conjunction, a
geological evaluation of the Utah claims is underway.
Details of the projects may be found on the Thor website via
this link: www.thormining.com/projects/us-uranium-and-vanadium
PILOT MOUNTAIN TUNGSTEN PROJECT - NEVADA, USA
The 100% owned Pilot Mountain Project, acquired late in 2014, is
located approximately 200km south of the city of Reno and 20km east
of the town of Mina located on US Highway 95.
The Pilot Mountain Project comprises four tungsten deposits:
Desert Scheelite, Gunmetal, Garnet and Good Hope. All are in close
proximity (3km) of each other and have been subjected to
small-scale mining activities at various times during the 20th
century.
Thor Mining PLC acquired this project as an advanced exploration
opportunity. It has resource estimates for both Desert Scheelite
and Garnet and significant mineralisation has been intersected, in
2017, at the Good Hope deposit. Sufficient metallurgical test work,
to Pre-Feasibility Study standard has been conducted to demonstrate
that a saleable concentrate can be produced.
After the end of F20/21, in September 2021, Thor entered into an
Option Agreement with Power Metal Resources Plc to divest the Pilot
Mountain Project for an agreed value of US1.8 million.
A full background on the project and recent sale agreement is
available on the Thor Mining website:
www.thormining.com/projects
SPRING HILL GOLD PROJECT - NORTHERN TERRITORY
In September 2020, the Company announced the A$1.0million sale
of its royalty entitlement from the Spring Hill gold project in the
Northern Territory. The sale agreement provides for receipt of
A$400,000 on completion (received), followed by two production
milestone payments of A$300,000 each.
Competent Person's Report
The information in this report that relates to Exploration
Results and the Estimation and Reporting of Mineral Resource
Estimation is based on information compiled by Nicole Galloway
Warland, who holds a BSc Applied geology (HONS) and who is a Member
of The Australian Institute of Geoscientists. Ms Galloway Warland
is an employee of Thor Mining PLC. She has sufficient experience
which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which she is
undertaking to qualify as a Competent Person as defined in the 2012
Edition of the 'Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves'. Nicole Galloway
Warland consents to the inclusion in the report of the matters
based on her information in the form and context in which it
appears.
JORC (2012) Compliant Mineral Resources and Reserves
Table A: Alford East Mineral Resource Estimate (Reported 22
January 2021)
Domain Tonnes Cu % Au g/t Contained Cu Contained
(Mt) (t) Au (oz)
AE_1 24.6 0.12 0.021 30,000 16,000
------- ----- ------- ------------- ----------
AE_2 6.8 0.13 0.004 9,000 1,000
------- ----- ------- ------------- ----------
AE_3 34.9 0.09 0.022 33,000 25,000
------- ----- ------- ------------- ----------
AE_4 8.0 0.11 0.016 8,000 4,000
------- ----- ------- ------------- ----------
AE_5 11.0 0.22 0.030 24,000 11,000
------- ----- ------- ------------- ----------
AE-8 31.3 0.19 0.008 61,000 8,000
------- ----- ------- ------------- ----------
AE-7 7.7 0.14 0.025 10,000 6,000
------- ----- ------- ------------- ----------
AE-6 1.3 0.13 0.011 2,000 500
------- ----- ------- ------------- ----------
Total 125.6 0.14 0.018 177,000 71,500
------- ----- ------- ------------- ----------
Notes:
-- Thor is earning up to 80% interest in oxide material from Spencer Metals
-- MRE reported on oxide material only, at a cut-off grade of
0.05% copper which is consistent with the assumed In Situ Recovery
technique.
-- Minor rounding errors may occur in compiled totals.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table B: Alford West Copper Mineral Resource Estimate (Reported 15 August 2019)
Resource Classification COG (Cu Deposit Volume Tonnes Cu (%) Cu metal Au (g/t) Au (Oz)
%) (Mm3) (Mt) (tonnes)
Inferred 0.05 Wombat 20.91 46.5 0.17 80,000
-------- -------- ------- ------- ------- ---------- --------- --------
Bruce 5.51 11.8 0.19 22,000
-------- -------- ------- ------- ------- ---------- --------- --------
Larwood 3.48 7.8 0.15 12,000 0.04 10,000
-------- -------- ------- ------- ------- ---------- --------- --------
Total 29.9 66.1 0.17 114,000
------- ------- ------- ---------- --------- --------
Notes:
-- EnviroCopper are earning a 75% interest in this resource, and
Thor hold 30% equity in EnviroCopper.
-- Figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- Cut-off grade used of 0.05% Cu.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table C: Kapunda Resource Summary 2018 (Reported 12 February
2018)
Resource Copper
Mineralisation Classification MT Grade % Contained Cu (t)
------------------- ------ --------- ------------------
Copper Oxide Inferred 30.3 0.24 73,000
------------------- ------ --------- ------------------
Secondary copper
sulphide Inferred 17.1 0.27 46,000
------------------- ------ --------- ------------------
Total 47.4 0.25 119,000
--------------------------------------- ------ --------- ------------------
Notes:
-- EnviroCopper are earning a 75% interest in this resource, and
Thor hold 30% equity in EnviroCopper.
-- All figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- Cut-off of 0.05% Cu.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table D: Molyhil Mineral Resource Estimate (Reported March 31,
2021)
Classification '000 WO(3) Mo Cu Fe
Tonnes
Grade Tonnes Grade Tonnes Grade Tonnes Grade %
% % %
----- ------ ----- ------- ----- ------ --------
Measured 464 0.28 1,300 0.13 600 0.06 280 19.12
-------- ----- ------ ----- ------- ----- ------ --------
Indicated 2,932 0.27 7,920 0.09 2,630 0.05 1,470 18.48
-------- ----- ------ ----- ------- ----- ------ --------
Inferred 990 0.26 2,580 0.12 1,170 0.03 300 14.93
-------- ----- ------ ----- ------- ----- ------ --------
Total 4,386 0.27 11,800 0.10 4,400 0.05 2,190 17.75
-------- ----- ------ ----- ------- ----- ------ --------
Notes:
-- Figures are rounded to reflect appropriate level of
confidence. Apparent differences may occur due to rounding.
-- Cut-off of 0.07% WO(3) .
-- 100% owned by Thor Mining Plc.
-- To satisfy the criteria of reasonable prospects for eventual
economic extraction, the Mineral Resources have been reported down
to 200 m RL which defines material that could be potentially
extracted using open pit mining methods.
Table E: Bonya Tungsten Mineral Resources (announced 29 January
2020)
Oxidation Tonnes WO(3) Cu
% Tonnes % Tonnes
---------- ----------- -------- ----- ------- ----- -------
White Violet Inferred Oxide 25,000 0.41 90 0.16 40
---------- ----------- -------- ----- ------- ----- -------
Fresh 470,000 0.21 980 0.06 260
------------------------------------- -------- ----- ------- ----- -------
Sub Total 495,000 0.22 1,070 0.06 300
----------- -------- ----- ------- ----- -------
Samarkand Inferred Oxide 25,000 0.11 30 0.07 20
---------- ----------- -------- ----- ------- ----- -------
Fresh 220,000 0.20 430 0.13 290
------------------------------------- -------- ----- ------- ----- -------
Sub Total 245,000 0.19 460 0.13 310
----------- -------- ----- ------- ----- -------
Combined Inferred Oxide 50,000 0.26 120 0.14 60
---------- ----------- -------- ----- ------- ----- -------
Fresh 690,000 0.21 1,410 0.08 550
------------------------------------- -------- ----- ------- ----- -------
Total 740,000 0.21 1,530 0.09 610
----------- -------- ----- ------- ----- -------
Notes:
-- 0.05% WO3 cut-off grade.
-- Totals may differ from the addition of columns due to rounding.
-- Thor Mining PLC holds 40% equity interest in this project.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table F: Bonya Copper Mineral Resources (announced 26 November
2018)
Oxidation Tonnes Cu
% Tonnes
----------- -------- ---- -------
Inferred Oxide 25,000 1.0 200
----------- -------- ---- -------
Fresh 210,000 2.0 4,400
---------------------- -------- ---- -------
Total 230,000 2.0 4,600
-------- ---- -------
Notes:
-- 0.2% Cu cut-off grade.
-- Totals may differ from the addition of columns due to rounding.
-- Thor Mining PLC holds 40% equity interest in this project
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table G: Pilot Mountain Resource Summary 2018 (Reported 13
December 2018)
Resource WO(3) Ag Cu Zn
MT Grade Contained Grade Contained Grade Contained Grade Contained
% metal g/t metal % metal % metal
(t) (t) (t) (t)
----------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Garnet Indicated - -
----------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Inferred 1.83 0.36 6,590
------------------------ ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Sub Total 1.83 0.36 6,590
------------------------ ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Desert
Scheelite Indicated 9.01 0.26 23,400 20.73 187 0.15 13,200 0.41 37,100
----------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Inferred 1.69 0.25 4,300 12.24 21 0.16 2,800 0.19 3,200
------------------------ ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Sub Total 10.70 0.26 27,700 19.38 207 0.15 16,000 0.38 40,300
------------------------ ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Summary Indicated 9.01 0.26 23,400
----------- ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Inferred 3.53 0.31 10,890
------------------------ ------ ----- ---------- ------ --------- ------ --------- ----- ---------
Pilot Mountain
Total 12.53 0.27 34,290
------ ----- ---------- ------------------------------------------------------
Notes:
-- Thor Mining PLC holds 100% equity interest in this resource.
-- All figures are rounded to reflect appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- Cut-off grade 1,500ppm WO .
-- Garnet deposit resource reported 22 May 2017. The Company is
not aware of any information or data which would materially affect
this previously announced resource estimate, and all assumptions
and technical parameters relevant to the estimate remain
unchanged.
Principal risks and uncertainties
The management of the business and the execution of the Group's
strategy are subject to a number of risks. The key business risks
affecting the Group are set out below.
Risks are formally reviewed by the Board, and appropriate
processes are put in place to monitor and mitigate them. If more
than one event occurs, it is possible that the overall effect of
such events would compound the possible adverse effects on the
Group.
Exploration risks
The exploration and mining business is controlled by a number of
global factors, principally supply and demand which in turn is a
key driver of global mineral prices; these factors are beyond the
control of the Group. Exploration is a high-risk business and there
can be no guarantee that any mineralisation discovered will result
in proven and probable reserves or go on to be an operating mine.
At every stage of the exploration process the projects are
rigorously reviewed to determine if the results justify the next
stage of exploration expenditure ensuring that funds are only
applied to high priority targets.
The principal assets of the Group comprising the mineral
exploration licences are subject to certain financial and legal
commitments. If these commitments are not fulfilled the licences
could be revoked. They are also subject to legislation defined by
the Government; if this legislation is changed it could adversely
affect the value of the Group's assets.
Dependence on key personnel
The Group and Company is dependent upon its executive management
team and various technical consultants. Whilst it has entered into
contractual agreements with the aim of securing the services of
these personnel, the retention of their services cannot be
guaranteed. The development and success of the Group depends on its
ability to recruit and retain high quality and experienced staff.
The loss of the service of key personnel or the inability to
attract additional qualified personnel as the Group grows could
have an adverse effect on future business and financial
conditions.
Uninsured risk
The Group, as a participant in exploration and development
programmes, may become subject to liability for hazards that cannot
be insured against or third party claims that exceed the insurance
cover. The Group may also be disrupted by a variety of risks and
hazards that are beyond control, including geological, geotechnical
and seismic factors, environmental hazards, industrial accidents,
occupational and health hazards and weather conditions or other
acts of God.
Funding risk
The only sources of funding currently available to the Group are
through the issue of additional equity capital in the parent
company or through bringing in partners to fund exploration and
development costs. The Company's ability to raise further funds
will depend on the success of the Group's exploration activities
and its investment strategy. The Company may not be successful in
procuring funds on terms which are attractive and, if such funding
is unavailable, the Group may be required to reduce the scope of
its exploration activities or relinquish some of the exploration
licences held for which it may incur fines or penalties.
Financial risks
The Group's operations expose it to a variety of financial risks
that can include market risk (including foreign currency, price and
interest rate risk), credit risk, and liquidity risk. The Group has
a risk management programme in place that seeks to limit the
adverse effects on the financial performance of the Group by
monitoring levels of debt finance and the related finance costs.
The Group does not use derivative financial instruments to manage
interest rate costs and, as such, no hedge accounting is
applied.
COVID-19
The outbreak of the recent global COVID-19 virus has resulted in
business disruption and stock market volatility. The extent of the
effect of the virus, including its long-term impact, remains
uncertain. The Group has implemented extensive business continuity
procedures and contingency arrangements to ensure that they are
able to continue to operate.
Section 172(1) Statement - Promotion of the Company for the
benefit of the members as a whole
The Directors believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
-- Consider the likely consequences of any decision in the long term
-- Act fairly between the members of the Company
-- Maintain a reputation for high standards of business conduct
-- Consider the interests of the Company's employees
-- Foster the Company's relationships with suppliers, customers and others
-- Consider the impact of the Company's operations on the community and the environment
The Company continues to progress with its portfolio of
exploration projects and investments, which are inherently
speculative in nature and, without regular income, is dependent
upon fund-raising for its continued operation. The pre-revenue
nature of the business is important to the understanding of the
Company by its members, employees and suppliers, and the Directors
are as transparent about the cash position and funding requirements
as is allowed under AIM Rules for Companies.
An example of how the Company implemented S172 can be
demonstrated from the impact of COVID19 on Thor's operations which
have continued to cause some disruption mainly in respect of the
following:
-- Ensuring the health and safety of our staff and contractors;
-- Logistical issues surrounding supporting field operations; and
-- Volatility of capital markets and Thor's ability to secure equity capital.
These issues have all been directly addressed. In terms of
health of our staff we have standard practices in place to minimise
the risk of COVID19 contraction or spread: working from home where
appropriate, the use of face masks in public in compliance with
local requirements and ensuring the availability of sanitiser and
social distance in the office environment. Travel to major
population centres is minimised where possible and the company
retains a strict policy of staff staying at home if they feel
unwell.
As a mining exploration Company with projects in Australia and
United States of America, the Board takes seriously its ethical
responsibilities to the communities and environment in which it
works. Wherever possible, local communities are engaged in the
geological operations & support functions required for field
operations. The regions in which the Company operates have native
title laws. The Company is respectful of native title rights and
engages proactively with local communities. In addition, we are
careful to manage the environmental obligations of our work, and in
particular undertake site rehabilitation programmes, and prepare
mine management plans, in accordance with local laws and
regulations. Our goal is to meet or exceed standards, in order to
ensure we maintain our social licence to operate from the
communities with which we interact.
We abide by the local, including relevant UK and Australian laws
on anti-corruption & bribery.
The interests of our employees are a primary consideration for
the Board. Personal development opportunities are supported and
health and safety are central to planning for field
expeditions.
Other information
Other information that is usually found in the Strategic report
has been included in the Directors report.
Directors' Report
The Directors are pleased to present this year's annual report
together with the consolidated financial statements for the year
ended 30 June 2021.
Review of Operations
The net result of operations for the year was a loss of
GBP2,104,000 (2020 loss: GBP922,000).
A detailed review of the Group's activities is set out in the
Review of Operations & Strategic Report.
Directors and Officers
The names and details of the Directors and officers of the
company during or since the end of the financial year are:
Mark Potter- Non-Executive Director and Chairman (appointed
Chairman 13 September 2021)
Mr Potter is currently a Director and Chief Investment Officer
of Metal Tiger Plc, an AIM and ASX listed investor in natural
resources companies. Mark is also the Non-Executive Chairman of
Artemis Resources Limited, an ASX listed gold and copper
explorer.
Mark was formerly a Director and Chief Investment Officer of
Anglo Pacific Group, a London listed natural resources royalty
company. Mark was also formally a Non-Executive Director of Trident
Royalties Plc and resigned on 18 June 2021.
Prior to Anglo Pacific, Mark was a founding member and
Investment Principal for Audley Capital Advisors LLP, a London
based activist hedge fund, where he was responsible for managing
all natural resources investments. Prior to Audley Capital, Mark
worked in corporate finance for Salomon Smith Barney (Citigroup)
and Dawnay Day, a private equity and corporate finance advisory
firm. Mark graduated with a MA degree from Trinity College,
University of Cambridge.
Nicole Galloway Warland - Managing Director (appointed 21(st)
April 2021)
Ms Galloway Warland, who graduated from the University of
Technology, Sydney with a BSc (Hons) Applied Geology, has had a
career spanning more than 25 years in the mining and exploration
industry, working across a broad range of jurisdictions and
geological provinces in Australia, Eastern Europe and South
America.
Nicole's experience spans from grass roots exploration to
project evaluation to open cut & underground mining with a
commodity focus of gold, copper, nickel, uranium & lithium.
Mark McGeough BSc dual honours Geol/Geog, FAusIMM -
Non-Executive Director (appointed 4(th) August 2020)
Mr McGeough is an experienced geologist who has spent nearly 40
years in Australia exploring for gold, IOCG copper-gold,
silver-lead-zinc and uranium. He was involved in the discovery of
the White Dam gold deposit in South Australia and the Theseus
uranium deposit in WA.
Mark's career includes a variety of small, mid-size and large
mining companies including Chinova Resources, Toro Energy, Xstrata
Copper, Mount Isa Mines and AGIP Australia. For Chinova Resources,
Mark combined the role of General Manager Exploration with
technical director roles for subsidiary companies. From 2005 to
2008 Mark was also the Manager of the SA Geological Survey,
promoting the PACE program.
Michael Robert Billing CPA, B Bus MAICD - Former Executive
Chairman and CEO (Retired as CEO 21 April 2021 and retired as
Chairman 3 September 2021)
Mr Billing has over 40 years of mining and agri-business
experience and a background in finance, specialising in recent
years in assisting in the establishment and management of junior
companies. His career includes experience in company secretarial,
senior commercial, and CFO roles including lengthy periods with
Bougainville Copper Ltd and WMC Resources Ltd. He has worked
extensively with junior resource companies over the past 20 years
and was a director of ASX listed company Southern Gold Limited
(retired 30 November 2018).
Richard Bradey BSc (App Geol), MSc (Nat Res Man), MAusIMM -
Former Executive Director (Retired 29(th) October 2020)
Mr Bradey a Geologist with over 25 years exploration and
development experience. He holds a Bachelor of Science in Applied
Geology and a Masters Degree in Natural Resources. His career
includes exploration, resources development and mine geology
experience with a number of Australian based mining companies.
Ray Ridge - BA(Acc), CA, GIA(cert)
Chief Financial Officer / Joint Company Secretary
Mr Ridge is a chartered accountant with over 25 years accounting
and commercial management experience. Previous roles include Senior
Audit Manager with Arthur Andersen, Financial Controller and then
Divisional CFO with Elders Ltd, and General Manager Commercial
& Operations at engineering and construction company Parsons
Brinckerhoff. Mr Ridge is company secretary for two other ASX
listed companies.
Stephen F Ronaldson - Joint Company Secretary (UK)
Mr Stephen Ronaldson is the joint company secretary as well as a
partner of the Company's UK solicitors, Druces LLP.
Mr Ronaldson has an MA from Oriel College Oxford and qualified
as a solicitor in 1981. During his career Mr Ronaldson has
concentrated on company and commercial fields of practice
undertaking all issues relevant to those types of businesses
including capital raises, mergers and acquisitions, Financial
Services and Markets Act work, placings and admissions to AIM,
AQUIS and other regulated markets. Mr Ronaldson is currently
company secretary for a number of quoted companies including AIM
listed companies.
Executive Director Service contracts
All Directors are appointed under the terms of a Directors
letter of appointment. Applicable from October 2020, each
appointment provides for annual fees of Australian dollars $50,000
for services as Directors inclusive of the 9.50% as a company
contribution to Australian statutory superannuation scheme (10%
from 1 July 2021). Prior to October 2020, annual Directors' fees
were $40,000 inclusive of the 9.5% to Australian statutory
superannuation scheme. The agreement allows that any services
supplied by the Directors to the Company and any of its
subsidiaries in excess of two days in any calendar month, may be
invoiced to the Company at market rate, currently at A$1,000 per
day for each Director other than Mr Michael Billing who was paid
A$1,200 per day.
Principal activities and review of the business
The principal activities of the Group are the exploration for
and potential development of gold, copper, tungsten and other
mineral deposits.
At the Company's 100% owned Ragged Range Project in the Pilbara
region of Western Australia, Thor successfully completed early
stage exploration activities, including soil and rock chip
sampling, stream sediment sampling, as well as airborne magnetic
surveys, which identified very promising gold and nickel
exploration targets that will be drill tested in Q4 2021.
At Alford East Copper-Gold Project in South Australia, Thor is
earning an 80% interest in copper gold oxide mineralisation
considered amenable to extraction via In Situ Recovery techniques
(ISR). In January 2021, Thor announced an Inferred Mineral Resource
Estimate of 177,000 tonnes contained copper & 71,000 oz gold.
In conjunction with resource diamond drilling Thor is carrying out
hydrogeological and hydrometallurgical assessment of the project
for ISR copper and gold development.
Thor holds 30% of EnviroCopper Limited (EnviroCopper).
EnviroCopper, through its 100% owned subsidiary, Environmental
Copper Recovery SA Pty Ltd (ECR), holds an agreement to earn, in
two stages, up to 75% of the rights over metals which may be
recovered via in-situ recovery (ISR) contained in the Kapunda
deposit, from Australian listed company, Terramin Australia Limited
(ASX: TZN). Another 100% owned subsidiary of EnviroCopper,
Environmental Metals Recovery Pty Ltd (EMR) has a right to earn up
to a 75% interest in the Moonta Copper Project, which comprises the
northern section of exploration licence EL5984 held by Andromeda
Metals Limited (ASX: ADN).
Thor holds 100% of the advanced Molyhil Tungsten-Molybdenum
Project in the Northern Territory of Australia, together with a 40%
interest in deposits of tungsten, copper, and vanadium, in two
tenements adjacent to Molyhil.
Thor holds mineral claims in the US states of Colorado and Utah
within the Uranvan Mineral Belt, with historical high-grade uranium
and vanadium production results. Subject to permitting Thor
proposed drilling testing the Colorado prospects - Rim Rock,
Groundhog and Area 23.
Thor also holds 100% of the Pilot Mountain tungsten project in
Nevada USA which has a JORC 2012 Indicated and Inferred Resources
Estimate on two of the four known deposits. Subsequent to 30 June
2021, Thor entered into a binding term sheet to divest the Pilot
Mountain tungsten project, subject to a due diligence period (refer
Note 21 of the Annual Financial Report).
A detailed review of the Group's activities is set out in the
Review of Operations & Strategic Report.
Covid-19
The impact of COVID19 on Thor's operations has continued to
cause some modest business disruption mainly in respect of the
following:
-- Ensuring the health and safety of our staff and contractors;
-- Logistical issues surrounding supporting field operations; and
-- Volatility of capital markets and Thor's ability to secure equity capital.
These issues have all been directly addressed. In terms of
health of our staff we have standard practices in place to minimise
the risk of COVID19 contraction or spread: working from home where
appropriate, the use of face masks in public in compliance with
local requirements and ensuring the availability of sanitiser and
social distance in the office environment. Travel to major
population centres is minimised where possible and the company
retains a strict policy of staff staying at home if they feel
unwell.
In respect of logistical issues, there has been some unavoidable
disruption but the Company has been able to source local resources
for exploration activities to avoid the need for international
travel and working remotely using digital technology to support in
field operations.
Business Review and future developments
A review of the current and future development of the Group's
business is provided in the Review of Operations & Strategic
Report .
Results and dividends
The Group incurred a loss after taxation of GBP2,104,000 (2020
loss: GBP922,000). No dividends have been paid or are proposed.
Key Performance Indicators
Given the nature of the business and that the Group is on an
exploration and development phase of operations, the Directors are
of the opinion that analysis using KPIs is not appropriate for an
understanding of the development, performance or position of our
businesses at this time.
At this stage, management believe that the management of cash is
the main performance indicator which is monitored closely.
Events occurring after the reporting period
At the date these financial statements were approved, the
Directors were not aware of any other significant post balance
sheet events other than those set out in note 21 to the financial
statements.
Substantial Shareholdings
At 10 September 2021, the following had notified the Company of
disclosable interests in 3% or more of the nominal value of the
Company's shares:
Date notified Ordinary shares %
Mr Michael Billing 3/09/2021 53,156,490 3.0
--------------- ---------------- ----
For the above table, the number of shares held and the
percentage of total issued capital (and voting rights) are as at
the date of the last notification received by the Company.
Substantial shareholders are required to notify the Company based
on the percentage of voting rights held, where there is a movement
through a 1% band. Therefore, the number of shares last notified
may have changed from that shown, without the need for a
substantial shareholder to notify the Company, where their
percentage of voting rights remains within the 1% band last
notified. However, as a former Director, Mr Billing's number of
shares held was maintained up to date for any change up to the date
of retirement on 3 September 2021, and therefore the number of
shares held and the corresponding percentage of issued capital and
voting rights, is accurate for Mr Billing as at 3 September
2021.
Directors & Officers Shareholdings
The Directors and Officers who served during the period and
their interests in the share capital of the Company at 30 June 2021
or their date of resignation if prior to 30 June 2021, were
follows:
Ordinary Shares/CDIs Unlisted Options
30 June 2021 30 June 2020 30 June 2021 30 June 2020
------------ ------------ ------------ ------------
Mark Potter 2,910,831 - 8,000,000 -
------------ ------------ ------------ ------------
Nicole Galloway Warland 250,000 - 4,000,000 -
------------ ------------ ------------ ------------
Mark McGeough 1,861,765 - - -
------------ ------------ ------------ ------------
Michael Billing (retired 3/9/2021) 53,156,490 45,407,423 9,250,000 4,500,000
------------ ------------ ------------ ------------
Richard Bradey (retired 29/10/2020) 2,031,792 31,792 17,000,000 8,000,000
------------ ------------ ------------ ------------
Directors' Remuneration
The remuneration arrangements in place for directors and other
key management personnel of Thor Mining PLC, are outlined
below.
The Company remunerates the Directors at a level commensurate
with the size of the Company and the experience of its Directors.
The Board has reviewed the Directors' remuneration and believes it
upholds the objectives of the Company with regard to this issue.
Details of the Director emoluments and payments made for
professional services rendered are set out in Note 4 to the
financial statements.
The Australian based directors are paid on a nominal fee basis
of A$50,000 per annum applicable from October 2020 (A$40,000 prior
to that date), and UK based directors are paid the GBP equivalent
of A$50,000 at an agreed average foreign exchange rate (applicable
from October 2020), with the exception of Mr Bradey (retired 29(th)
October) and Ms Nicole Galloway Warland who receive a salary in
their respective executive roles, no further fees were payable to
Mr Bradey or Ms Galloway Warland as Executive Directors.
Directors and Officers
Summary of amounts paid to Key Management Personnel
The following table discloses the compensation of the Directors
and the key management personnel of the Group during the year.
2021 Salary Shares Total Fees Short-term
and issued Post Employment for Services employee Options Total
Fees (4) Super rendered benefits (5) Benefit
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------- ------- --------------- ------------- ---------- ------- --------
Directors (1)
------- ------- --------------- ------------- ---------- ------- --------
Mark Potter 24 12 - 36 36 14 50
------- ------- --------------- ------------- ---------- ------- --------
Nicole Galloway
Warland (3) 82 - 8 90 90 20 110
------- ------- --------------- ------------- ---------- ------- --------
Mark McGeough 17 6 2 25 25 - 25
------- ------- --------------- ------------- ---------- ------- --------
Michael Billing 119 6 2 127 127 14 141
------- ------- --------------- ------------- ---------- ------- --------
Richard Bradey
(2) 79 - 3 82 82 14 96
------- ------- --------------- ------------- ---------- ------- --------
Key Personnel
(1)
------- ------- --------------- ------------- ---------- ------- --------
Ray Ridge 50 - - 50 50 13 63
------- ------- --------------- ------------- ---------- ------- --------
2021 Total 371 24 15 410 410 75 485
------- ------- --------------- ------------- ---------- ------- ----------
(1) As at 30 June 2021 amounts of GBP94,328, GBP6786, GBP6786
and GBP7,203, remained unpaid to Messrs Billing, Potter, McGeough
and Ridge respectively.
(2) Retired 29 October 2020.
(3) Appointed as Exploration Manager on 1 October 2020 and
appointed Managing Director 21 April 2021. Remuneration in the
above table for Ms Galloway Warland includes the period as
Exploration Manager and Managing Director, as both are considered
KMP roles.
(4) Messrs Billing and McGeough elected to receive 50% of their
gross directors' fees for the 6 months to 31 December 2020 by Thor
shares in lieu of cash payment. Mr Potter elected to receive 100%
of his directors' fees for the 6 months to 31 December 2020 by Thor
shares in lieu of cash payment. Following shareholder approval on
25 November 2020, 661,765 ordinary shares were issued on 27
November 2020, to each of Messrs Billing and McGeough in lieu of
$11,250 in directors fees owing to each and 1,323,529 ordinary
shares were issued to Potter in lieu of $22,500 in directors fees
owing.
(5) Following shareholder approval, 8,000,000 unlisted Options
were granted to each of Messrs Potter, Billing and Bradey on 8 July
2020 (exercise price $0.0095, expiring 8 July 2023). These options
were valued at GBP0.00172 per option using the Black-Scholes
method. Unlisted options were granted under the Company's Employee
Share Option Plan on 29 September 2020 to Ms Galloway Warland
(4,000,000 options) and Mr Ridge (2,500,000 options). These options
were valued at GBP0.00509 per option using the Black-Scholes
method.
2020 Salary Total Fees Short-term
and Shares Post Employment for Services employee Total
Fees issued Super rendered benefits Options Benefit
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------- ------- --------------- ------------- ---------- ------- --------
Directors (1)
------- ------- --------------- ------------- ---------- ------- --------
Michael Billing 129 - 2 131 131 - 131
------- ------- --------------- ------------- ---------- ------- --------
Mark Potter (4) 21 - - 21 21 - 21
------- ------- --------------- ------------- ---------- ------- --------
Richard Bradey
(3) 102 - 10 112 112 - 112
------- ------- --------------- ------------- ---------- ------- --------
David Thomas
(2) 14 - 1 15 15 - 15
------- ------- --------------- ------------- ---------- ------- --------
Alastair Middleton
(2) 11 - - 11 11 - 11
------- ------- --------------- ------------- ---------- ------- --------
Key Personnel
(1)
------- ------- --------------- ------------- ---------- ------- --------
Ray Ridge 40 - - 40 40 - 40
------- ------- --------------- ------------- ---------- ------- --------
2020 Total 317 - 13 330 330 - 330
------- ------- --------------- ------------- ---------- ------- --------
(1) As at 30 June 2020 amounts of GBP101,692, GBP5,329 and
GBP13,406, remained unpaid to Messrs Billing, Potter and Ridge
respectively.
(2) Retired 29 November 2019.
(3) Mr Bradey receives a salary as an executive of the Company
and does not receive any additional fees as a Director.
(4) Appointed 27 August 2019
(5) Messrs Billing and Potter elected to receive 50% of their
directors' fees for the 6 months to 30 June 2020 by Thor shares in
lieu of cash payment. Following shareholder approval on 7 July
2020, 1,587,302 ordinary shares were issued on 8 July 2020, to each
of Messrs Billing and Potter in lieu of $10,000 in directors fees
owing to each.
Directors Meetings
The Directors hold meetings on a regular basis and on an as
required basis to deal with items of business from time to time.
Meetings held and attended by each Director during the year of
review were:
2021 Meetings held whilst in Office Meetings attended
Mark Potter 11 11
------------------------------ -----------------
Nicole Galloway Warland (appointed 21 April 2021) 2 2
------------------------------ -----------------
Mark McGeough 11 11
------------------------------ -----------------
Michael Billing (retired 3 September 2021) 11 11
------------------------------ -----------------
Richard Bradey (Retired 29(th) October2020) 3 2
------------------------------ -----------------
Corporate Governance
The Board have chosen to apply the ASX Corporate Governance
Principles and Recommendations (ASX Corporate Governance Council,
4(th) Edition) as the Company's chosen corporate governance code
for the purposes of AIM Rule 26. Consistent with ASX listing rule
4.10.3 and AIM rule 26, this document details the extent to which
the Company has followed the recommendations set by the ASX
Corporate Governance Council during the reporting period. A
separate disclosure is made where the Company has not followed a
specific recommendation, together with the reasons and any
alternative governance practice, as applicable. This information is
reviewed annually.
The Company does not have a formal nomination committee, however
it does formally consider board succession issues and whether the
board has the appropriate balance of skills, knowledge, experience,
and diversity. This evaluation is undertaken collectively by the
Board, as part of the annual review of its own performance.
Whilst a separate Remuneration Committee has not been formed,
the Company undertakes alternative procedures to ensure a
transparent process for setting remuneration for Directors and
Senior staff, that is appropriate in the context of the current
size and nature of the Company's operations. The full Board fulfils
the functions of a Remuneration Committee, and considers and agrees
remuneration and conditions as follows:
-- All Director Remuneration is set against the market rate for
Independent Directors for ASX listed companies of a similar size
and nature.
-- The financial package for the Managing Director is
established by reference to packages prevailing in the employment
market for executives of equivalent status both in terms of level
of responsibility of the position and their achievement of
recognised job qualifications and skills.
The Company does not have a separate Audit Committee, however
the Company undertakes alternative procedures to verify and
safeguard the integrity of the Company's corporate reporting, that
are appropriate in the context of the current size and nature of
the Company's operations, including:
-- the full Board, in conjunction with the Australian Company
Secretary, fulfils the functions of an Audit Committee and is
responsible for ensuring that the financial performance of the
Group is properly monitored and reported.
-- in this regard, the Board is guided by a formal Audit
Committee Charter which is available on the Company's website at
http://www.thormining.com/aboutus#governance. The Charter includes
consideration of the appointment and removal of external auditors,
and partner rotation.
Further information on the Company's corporate governance
policies is available on the Company's website www.thormining.com
.
Environmental Responsibility
The Company is aware of the potential impact that its subsidiary
companies may have on the environment. The Company ensures that it
and its subsidiaries at a minimum comply with the local regulatory
requirements with regard to the environment.
Employment Policies
The Group will be committed to promoting policies which ensure
that high calibre employees are attracted, retained and motivated,
to ensure the ongoing success for the business. Employees and those
who seek to work within the Group are treated equally regardless of
gender, age, marital status, creed, colour, race or ethnic
origin.
Health and Safety
The Group's aim will be to achieve and maintain a high standard
of workplace safety. In order to achieve this objective, the Group
will provide training and support to employees and set demanding
standards for workplace safety.
Payment to Suppliers
The Group's policy is to agree terms and conditions with
suppliers in advance; payment is then made in accordance with the
agreement provided the supplier has met the terms and conditions.
Under normal operating conditions, suppliers are paid within 60
days of receipt of invoice.
Political Contributions and Charitable Donations
During the period the Group did not make any political
contributions or charitable donations.
Annual General Meeting ("AGM")
This report and financial statements will be presented to
shareholders for their approval at the AGM. The Notice of the AGM
will be distributed to shareholders together with the Annual
Report.
Auditors
A resolution to reappoint PKF Littlejohn LLP will be considered
at the Company's next Annual General Meeting expected to be held
late November 2021.
Statement of disclosure of information to auditors
As at the date of this report the serving Directors confirm
that:
-- So far as each Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
-- they have taken all the steps that they ought to have taken
as Directors in order to make themselves aware of any relevant
audit information and to establish that the Company's auditor is
aware of that information.
Going Concern
The Directors note the losses that the Group has made for the
Year Ended 30 June 2021. The Directors have prepared cash flow
forecasts for the period ending 30 September 2022 which take
account of the current cost and operational structure of the
Group.
The cost structure of the Group comprises a high proportion of
discretionary spend and therefore in the event that cash flows
become constrained, some costs can be reduced to enable the Group
to operate with a lower level of available funding. As a junior
exploration company, the Directors are aware that the Company must
go to the marketplace to raise cash to meet its exploration and
development plans, and/or consider liquidation of its investments
and/or assets as is deemed appropriate.
These forecasts demonstrate that the Group has sufficient cash
funds available to allow it to continue in business for a period of
at least twelve months from the date of approval of these financial
statements on the basis of continued ability to raise capital in
the marketplace. Accordingly, the financial statements have been
prepared on a going concern basis. Further consideration of the
Group's Going Concern status is detailed in Note 1 to the financial
statements.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the group and parent company financial
statements in accordance with applicable law and international
accounting standards in conformity with the requirements of the
Companies Act 2006 and as regards the parent company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006. Under company law the Directors must not
approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the
company and of the group and of the profit or loss of the company
and the group for that year. In preparing those financial
statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and estimates that are reasonable and prudent;
-- state whether applicable international accounting standards
in conformity with the requirements of the Companies Act 2006 have
been followed subject to any material departures disclosed and
explained in the financial statements; and prepare the financial
statements on the going concern basis unless it is inappropriate to
presume that the group will continue in business.
The Directors confirm that they have complied with the above
requirements in preparing the financial statements.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Electronic communication
The maintenance and integrity of the Company's website is the
responsibility of the Directors: the work carried out by the
auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were
initially presented on the website.
The Company's website is maintained in accordance with AIM Rule
26.
Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from
legislation in other jurisdictions.
This report was approved by the Board on 30 September 2021.
Mark Potter Ray Ridge
Non-Executive Chairman Chief Financial Officer
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF THOR MINING PLC
Opinion
We have audited the financial statements of Thor Mining Plc (the
'parent company') and its subsidiaries (the 'group') for the year
ended 30 June 2021 which comprise the Consolidated and Parent
Company Statements of Comprehensive Income, the Consolidated and
Parent Company Statements of Financial Position, the Consolidated
and Parent Company Statements of Cash Flows, the Consolidated and
Parent Company Statements of Changes in Equity and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and international accounting
standards in conformity with the requirements of the Companies Act
2006.
In our opinion, the financial statements:
-- give a true and fair view of the state of the group's and of
the parent company's affairs as at 30 June 2021 and of the group's
and parent company's loss for the year then ended;
-- have been properly prepared in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1(c) in the financial statements,
which identifies conditions that may cast doubt on the group's
ability to continue as a going concern. The group incurred a net
loss of GBP2,104,000 and had operating cash outflows of GBP757,000
in the year. It is not expected to generate any revenue or positive
inflows from operations in the 12 months from the date on which
these financial statements are approved.
The group has cash resources of GBP783,000 as at the year-end.
Management indicate that based on the current expenditure levels,
all current cash resources will be used prior to the 12 months
period from the date on which these financial statements are
approved and thus will be required to raise additional funds.
The financial statements have been prepared on the going concern
basis. The ability of the group to meet its operational objectives
is dependent on its ability to raise additional funds in the next
12 months.
As stated in note 1(c), these events or conditions, along with
the other matters elsewhere, indicate that a material uncertainty
exists that may cast significant doubt on the company's ability to
continue as a going concern. Our opinion is not modified in respect
of this matter.
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the company's ability to
continue to adopt the going concern basis of accounting
included:
-- Obtaining management's base case forecast for the period to
the 30 September 2022 and tested the accuracy of the cash flow
model;
-- Considered the reasonableness of any further mitigating
actions identified by management, which included an assessment of
the feasibility and quantification of such measures available to
management; and
-- Critically assessing the disclosures made within the
financial statements for consistency with management's assessment
of going concern.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
The quantitative and qualitative thresholds for materiality
determine the scope of our audit and the nature, timing and extent
of our audit procedures. The materiality applied to the group
financial statements was GBP139,000 (2020: GBP130,000) based on
1.1% (2020: 1.0%) of gross assets. We based the materiality on
gross assets because we consider this to be the most relevant
performance indicator for a mining group in the exploration
phase.
The performance materiality was GBP97,300 (2020: GBP84,500). We
set performance materiality at 70% (2020: 65%) of overall financial
statement materiality to reflect the risk associated with the
judgemental and key areas of management estimation within the
financial statements
The materiality applied to the parent company financial
statements was GBP138,900 (2020: GBP129,900) based on 1.1% (2020:
1%) of the gross assets as it is a holding company. The performance
materiality was GBP96,600 (2020: GBP84,435). For each component in
the scope of our group audit, we allocated a materiality that was
less than our overall group materiality. The group currently does
not trade and its investment portfolio is the main source of
interest to the user of the financial statements. This benchmark
was also applied to the materiality of the Parent Company for the
same reasons.
We agreed with those charged with governance that we would
report all differences identified during the course of our audit in
excess of GBP6,950 (2020: GBP6,500).
No significant changes have come to light through the audit
fieldwork which has caused us to revise our materiality figure.
Our approach to the audit
In designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements. In
particular we looked at areas involving significant accounting
estimates and judgements by the Directors and considered future
events that are inherently uncertain. As in all of our audits, we
also addressed the risk of management override of internal
controls, including among other matters consideration of whether
there was evidence of bias that represented a risk of material
misstatement due to fraud.
Of the 12 components of the group, a full scope audit was
performed on the complete financial information of 3 components,
and for the components not considered significant, we performed a
limited scope review which analytical review together with
substantive testing as appropriate on group audit risk areas
applicable to those components based on their relative size, risks
in the business and our knowledge of the entity appropriate to
respond to the risk of material misstatement.
Of the 12 reporting components of the group, 4 are located in
The United States of America and 7 components are located in
Australia. All work with respect to the components has been
performed by a component auditor under our instruction. The parent
company audit was principally performed in London, conducted by PKF
Littlejohn LLP using a team with specific experience of auditing
mining exploration entities and publicly listed entities. The
Senior Statutory Auditor interacted regularly with the component
audit teams during all stages of the audit and was responsible for
the scope and direction of the audit process. This, in conjunction
with additional procedures performed, gave us sufficient and
appropriate audit evidence to support the audit opinion of the
group and parent company financial statements
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. In addition to
the matter described in the Material uncertainty related to going
concern section we have determined the matters described below to
be the key audit matters to be communicated in our report.
Key Audit Matter How the scope of our audit responded
to the key audit matter
Carrying value of intangible
fixed assets (refer Note 7)
---------------------------------------
The group holds exploration We obtained and reviewed the
and evaluation assets with a Directors impairment review
carrying value of GBP10,120,000 of intangible assets which considered
which relate to the Molyhill the areas listed as indicators
Mine and Bonya tenements in of impairment under IFRS 6.
Australia, Pilot Mt. project Our work included the following:
in The United States of America
and the Ragged Range Pilbara -- Obtaining the impairment
Project in Western Australia. assessment prepared by management
and reviewing for reasonableness;
The carrying value and recoverability -- Obtaining the current exploration
of these assets are tested annually licences and ensuring that they
for impairment. The estimated remain valid;
recoverable amount of this balance -- Making enquiries of management
is subjective due to the inherent over the future plans for each
uncertainty involved in the license including obtaining
assessment of exploration projects. cashflow projections where necessary
and corroborating to minimum
spend requirements attached
to licences;
-- Reviewing the indicators
of impairment listed in IFRS
6;
-- Reviewing the working papers
and reporting deliverables of
component auditors;
-- Reviewing the exploration
and evaluation expenditures
to assess their eligibility
for capitalisation under IFRS
6 by corroborating to the original
source documentation; and
-- Reviewing the disclosures
presented in the financial statements
for accuracy.
---------------------------------------
Key Audit Matter How the scope of our audit responded
to the key audit matter
The parent company's net investment
in subsidiaries is GBP448,000
(refer Note 8)
-----------------------------------------------------------------
The carrying value of the net We have obtained and reviewed
investment in subsidiaries is the Directors impairment review
ultimately dependent on the of the carrying value of the
value of the underlying assets. parent company's net investment
Many of the underlying assets in the subsidiaries. Our work
are exploration projects which included:
are at an early stage of exploration, * Reviewing the impairment indicators listed in IFRS 6
making it difficult to determine including specific consideration regarding the
their value. Valuations for renewal of the exploration licenses;
these sites are therefore based
on judgments and estimates made
by the Directors - which leads * Obtaining and reviewing available key external
to a risk of misstatement. reports;
* Reviewing the audit working papers of certain
components to assess impairment considerations of
exploration assets made by their auditors; and
* Discussing with management the basis for impairment
or non-impairment of investment in subsidiaries and
loans receivable from subsidiaries.
-----------------------------------------------------------------
Key Audit Matter How the scope of our audit responded
to the key audit matter
Acquisition accounting of American
vanadium Pty limited (refer
Note 7)
-----------------------------------------------------------------
100% of the share capital of Our work in this area included:
American Vanadium Pty Limited * Reviewing the key contractual agreements and terms
was purchased by the group in entered into in connection with the acquisition of
the year. The acquisition accounting American Vanadium Pty limited.
treatment is dependent on whether
the acquisition falls within
the scope of IFRS 3 or not. * Challenging management on their determination that
The contingent elements are the acquisition fell outside the scope of IFRS 3.
dependent on achieving future
project milestones. Management
will therefore need to estimate * Discussing with Management the basis for calculating
the probability and timing for the deferred and contingent elements of the purchase
meeting these milestones when consideration. Crittically assessing the assumptions
calculating the purchase consideration made andverifying the assumptions therein by
acquisition value. This will reference to resource reports on expected grades of
be judgmental and involve estimation. mineral resource in the prospects.
-----------------------------------------------------------------
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our
auditor's report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the group and parent company financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the preparation
of the group and parent company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements,
the directors are responsible for assessing the group and the
parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the group and parent company
and the sector in which they operate to identify laws and
regulations that could reasonably be expected to have a direct
effect on the financial statements. We obtained our understanding
in this regard through discussions with management and our
experience of the resource exploration sector.
-- We determined the principal laws and regulations relevant to
the company in this regard to be those arising from:
o Companies Act 2006
o AiM, ASX & OTCQB listing rules
o General Data Protection Regulation
o Quoted Companies Alliance compliance
o Local laws and regulations in UK, Australia and USA where the
Group operates; and
o Local tax and employment law where each member of the Group
operates
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group and parent company with those laws and regulations. These
procedures included, but were not limited to:
o Enquires of management
o Review of Board minutes
o Review of legal expenses
o Review of RNS announcements
There was regular interaction with the component auditors during
all stages of the audit, including procedures designed to identify
non-compliance with laws and regulations, including fraud.
-- We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to
the non-rebuttable presumption of a risk of fraud arising from
management override of controls, the potential for management bias
was identified in relation to the going concern of the group and
the company and as noted above, we addressed this by challenging
the assumptions and judgements made by management when auditing
that significant accounting estimate.
-- As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Zahir Khaki (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
30 September 2021
Statements of Comprehensive Income for the year ended 30 June
2021
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
Administrative expenses (94) (123) (165) (173)
Corporate expenses (635) (663) (295) (339)
Share based payments expense (126) (48) (126) (12)
Realised gain on financial assets (2) 6 (5) 5
Exploration expenses (81) (25) - -
Net impairment of subsidiary loans - - (1,565) (176)
Net impairment of investments - - (850) (49)
Write off/Impairment of exploration
assets 7 (1,450) (59) - -
Operating Loss 3 (2,388) (912) (3,006) (744)
Interest received - 2 - -
Interest paid (1) (4) - -
Share of profit of associate, accounted
for using the equity method 8d 22 - - -
Loss on revaluation of investments 8e - (17) - -
Profit/(Loss) on sale of investments 8e 222 (29) 222 (8)
Sundry income 41 38 - -
Loss before Taxation (2,104) (922) (2,784) (752)
Taxation 5 - - - -
Loss for the year attributable to
the equity holders (2,104) (922) (2,784) (752)
------- ------- ---------- --------
Other comprehensive income:
Items that may be subsequently reclassified
to profit or loss:
Exchange differences on translating
foreign operations (570) 160 - -
Other comprehensive income for the
period, net of income tax (570) 160 - -
------- ------- ---------- --------
Loss for the year and total comprehensive
loss attributable to the equity holders (2,674) (762) (2,784) (752)
======= ======= ========== ========
Basic & diluted loss per share attributable
to the equity holders 6 (0.14)p (0.09)p
The accompanying notes form an integral part of these financial
statements.
Statements of Financial Position at 30 June 2021 Co No:
05276414
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
ASSETS
Non-current assets
Intangible assets - deferred exploration
costs 7 10,120 12, 252 - -
Assets held for sale 7a 1,050 - - -
Investment in subsidiaries 8a - - 448 1,157
Loans to subsidiaries 8b - - 11,252 11,383
Financial assets at fair value through
profit or loss 8c - 391 - -
Investments accounted for using the
equity method 8d 564 - - -
Deposits to support performance bonds 9 41 42 - -
Right of use asset 10 10 41 - -
Plant and equipment 11 7 7 - -
Total non-current assets 11,792 12,733 11,700 12,540
-------- -------- ----------- -----------
Current assets
Cash and cash equivalents 17 783 233 663 229
Trade receivables & other assets 12 60 43 22 29
Total current assets 843 276 685 258
-------- -------- ----------- -----------
Total assets 12,635 13,009 12,385 12,798
-------- -------- ----------- -----------
LIABILITIES
Current liabilities
Trade and other payables 13 (306) (307) (33) (39)
Employee annual leave provision (10) (54) - -
Lease Liability 14 (10) (31) - -
-------- -------- ----------- -----------
Total current liabilities (326) (392) (33) (39)
-------- -------- ----------- -----------
Non Current Liabilities
Lease Liability 14 - (11) - -
Total non-current liabilities - (11) - -
-------- -------- ----------- -----------
Total liabilities (326) (403) (33) (39)
-------- -------- ----------- -----------
Net assets 12,309 12,606 12,352 12,759
======== ======== =========== ===========
Equity
Issued share capital 15 3,773 3,733 3,773 3,733
Share premium 24,379 22,288 24,379 22,288
Foreign exchange reserve 1,674 2,244 - -
Merger reserve 405 405 405 405
Share based payments reserve 16 314 275 314 275
Retained losses (18,236) (16,339) (16,519) (13,942)
-------- -------- ----------- -----------
Total shareholders equity 12,309 12,606 12,352 12,759
======== ======== =========== ===========
The accompanying notes form part of these financial statements.
These Financial Statements were approved by the Board of Directors
on 30 September 2021 and were signed on its behalf by:
Mark Potter Ray Ridge
Non-Executive Chairman Chief Financial Officer
Statements of Cash Flows for the year ended 30 June 2021
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
Cash flows from operating activities
Operating Loss (2,388) (912) (3,045) (744)
Sundry income 41 38 - -
Decrease/(increase) in trade and other
receivables 4 19 27 (15)
(Decrease)/increase in trade and other
payables (9) 44 - 27
(Decrease)/increase in provisions (42) 9 - -
Depreciation 38 37 - -
Write off/Impairment of exploration assets 1,450 59 - -
Impairment subsidiary loans - - 1,604 176
Impairment investments in subsidiaries - - 850 49
Share based payment expense 126 48 126 12
Exclusivity fee paid in shares - 27 - 27
Directors Fees settled by share issue 23 - - -
Net cash outflow from operating activities (757) (631) (438) (468)
------- ------- ------- -------
Cash flows from investing activities
Interest received - 2 - -
Interest paid (1) (4) - -
R&D Grants for exploration expenditure 98 124 - -
Payments for exploration expenditure (706) (570) - -
Loan advanced (convertible note) - (56) - -
Investment in associated entity (170) - - -
Purchase of property, plant & equipment (8) - - -
Loans to controlled entities - - (1,252) (174)
Proceeds from sale of investments 222 56 222 -
Net cash in/(out)flow from investing
activities (565) (448) (1,030) (174)
------- ------- ------- -------
Cash flows from financing activities
Finance lease repaid (30) (30) - -
Net issue of ordinary share capital 1,902 815 1,902 815
------- ------- ------- -------
Net cash inflow from financing activities 1,872 785 1,902 815
------- ------- ------- -------
Net increase in cash and cash equivalents 550 (294) 434 173
Non-cash exchange changes - 4 - -
Cash and cash equivalents at beginning
of period 233 523 229 56
------- ------- ------- -------
Cash and cash equivalents at end of period 783 233 663 229
======= ======= ======= =======
Statements of Changes in Equity For the year ended 30 June
2021
Share
Issued Based
share Share Retained Merger Payment
Consolidated capital premium losses Foreign Currency Translation Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 July
2019 3,692 21,449 (15,513) 2,084 405 359 12,476
Loss for the
period - - (922) - - - (922)
Foreign currency
translation
reserve - - - 160 - - 160
Total
comprehensive
(loss) for the
period - - (922) 160 - - (762)
-------- -------- -------- --------------------------------------- -------- -------- -------
Transactions with owners in their capacity as owners
Shares issued 41 915 - - - - 956
Cost of shares
issued - (76) - - - - (76)
Options
exercised/lapsed - - 96 - - (96) -
Options issued - - - - 12 12
-------- -------- -------- --------------------------------------- -------- -------- -------
At 30 June 2020 3,733 22,288 (16,339) 2,244 405 275 12,606
======== ======== ======== ======================================= ======== ======== =======
Balance at 1 July
2020 3,733 22,288 (16,339) 2,244 405 275 12,606
Loss for the
period - - (2,104) - - - (2,104)
Foreign currency
translation
reserve - - - (570) - - (570)
-------- -------- -------- --------------------------------------- -------- -------- -------
Total
comprehensive
(loss) for the
period - - (2,104) (570) - - (2,674)
-------- -------- -------- --------------------------------------- -------- -------- -------
Transactions with owners in their capacity as owners
Shares issued 40 2,337 - - - - 2,377
Cost of shares
issued - (246) - - - - (246)
Options
exercised/lapsed - - 207 - - (207) -
Options issued - - - - 246 246
-------- -------- -------- --------------------------------------- -------- -------- -------
At 30 June 2021 3,773 24,379 (18,236) 1,674 405 314 12,309
======== ======== ======== ======================================= ======== ======== =======
Company
Balance at 1 July
2019 3,692 21,449 (13,286) - 405 359 12,619
Loss for the
period - - (752) - - - (752)
-------- -------- -------- -------- -------
Total
comprehensive
(loss) for the
period - - (752) - - - (752)
-------- -------- -------- --------------------------------------- -------- -------- -------
Transactions with owners in their capacity as owners
Shares issued 41 915 - - - - 956
Cost of shares
issued - (76) - - - - (76)
Options
exercised/lapsed - - 96 - - (96) -
Options issued - - - - - 12 12
-------- -------- -------- --------------------------------------- -------- -------- -------
At 30 June 2020 3,733 22,288 (13,942) - 405 275 12,759
======== ======== ======== ======================================= ======== ======== =======
Balance at 1 July
2020 3,733 22,288 (13,942) - 405 275 12,759
Loss for the
period - - (2,784) - - - (2,784)
-------- -------- -------- --------------------------------------- -------- -------- -------
Total
comprehensive
(loss) for the
period - - (2,784) - - - (2,784)
-------- -------- -------- --------------------------------------- -------- -------- -------
Transactions with owners in their capacity as owners
Shares issued 40 2,337 - - - - 2,377
Cost of shares
issued - (246) - - - - (246)
Options
exercised/lapsed - - 207 - - (207) -
Options issued - - - - - 246 246
-------- -------- -------- --------------------------------------- -------- -------- -------
At 30 June 2021 3,773 24,379 (16,519) - 405 314 12,352
======== ======== ======== ======================================= ======== ======== =======
Notes to the Accounts for the year ended 30 June 2021
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year
ended 30 June 2021 were authorised for issue by the Board on 30
September 2021 and the Balance Sheets signed on the Board's behalf
by Mark Potter and Ray Ridge. The Company's ordinary shares are
traded on the AIM Market operated by the London Stock Exchange,on
the Australian Securities Exchange and on the OTCQB market in the
United States .
b) Statement of compliance with IFRS
The Consolidated Financial Statements of Thor Mining Plc (the
"Group") have been prepared in accordance with International
Accounting Standards ("IAS") in conformity with the requirements of
the Companies Act 2006. These accounting policies comply with each
IAS that is mandatory for accounting periods ending on 30 June 2021
.
c) Basis of preparation and Going Concern
The consolidated financial statements have been prepared on the
historical cost basis, except for the measurement of assets and
financial instruments to fair value as described in the accounting
policies below, and on a going concern basis.
The financial report is presented in Sterling and all values are
rounded to the nearest thousand pounds ("GBP'000") unless otherwise
stated.
The consolidated entity incurred a net loss before tax of
GBP2,104,000 during the period ended 30 June 2021, and had a net
cash outflow of GBP1,322,000 from operating and investing
activities. The consolidated entity continues to be reliant upon
capital raisings for continued operations and the provision of
working capital.
The Group's cash flow forecast for the 12 months ending 30
September 2022, highlight the fact that the Company is expected to
continue to generate negative cash flow over that period, inclusive
of the discretionary exploration spend. The Board of Directors are
of the view that the injection of funds into the Group during the
next 12 months (refer Note 21), and are confident that any further
necessary funds will be raised in order for the Group to remain
cash positive for the whole period. If additional capital is not
obtained, the going concern basis may not be appropriate, with the
result that the Group may have to realise its assets and extinguish
its liabilities, other than in the ordinary course of business and
at amounts different from those stated in the financial report.
For the above detailed reasons, the Directors believe there is a
material uncertainty over the Company's status as a going concern.
However, the Directors have a reasonable expectation that the
Company will be able to raise sufficient funding to allow it to
cover its working capital for a period of twelve months from the
date of approval of the financial statements. It is for this reason
the financial statements have been prepared on a going concern
basis, with no adjustments in respect of the concerns of the
Group's ability to continue to operate under that assumption.
d) Basis of consolidation
The consolidated financial statements comprise the financial
statements of Thor Mining PLC and its controlled entities. The
financial statements of controlled entities are included in the
consolidated financial statements from the date control commences
until the date control ceases.
The Group applies the acquisition method of accounting to
account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair values of the
assets transferred, the liabilities incurred to the former owners
of the acquiree and the equity interests issued by the Group. The
consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred unless they
result from the issuance of shares, in which case they are offset
against the premium on those shares within equity.
The financial statements of subsidiaries are prepared for the
same reporting period as the parent company, using consistent
accounting policies.
All intercompany balances and transactions have been eliminated
in full.
e) Intangible assets - deferred exploration costs
Exploration, evaluation and development expenditure incurred is
accumulated in respect of each identifiable area of interest. These
costs are only carried forward to the extent that they are expected
to be recouped through the successful development of the area or
where activities in the area have not yet reached a stage which
permits reasonable assessment of the existence of economically
recoverable reserves.
Exploration, evaluation and development expenditure are not
amortised, as all areas of interest remain in the pre-production
phase.
Accumulated costs in relation to an abandoned area are written
off in full against the income statement in the year in which the
decision to abandon the area is made.
A review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to
that area of interest.
Restoration, rehabilitation and environmental costs necessitated
by exploration and evaluation activities are expensed as incurred
and treated as exploration and evaluation expenditure.
Exploration and evaluation assets recorded at fair-value on
acquisition
Exploration assets which are acquired are recognised at fair
value. When an acquisition of an entity whose only significant
assets are its exploration asset and/or rights to explore, the
Directors consider that the fair value of the exploration assets is
equal to the consideration. Any excess of the consideration over
the capitalised exploration asset is attributed to the fair value
of the exploration asset.
f) Interest Revenue
Interest revenue is recognised as it accrues using the effective
interest rate method.
g) Deferred taxation
Deferred income tax is provided on all temporary differences at
the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes.
Deferred income tax assets are recognised for all deductible
temporary differences, carry-forward of unused tax assets and
unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary
differences and the carry-forward of unused tax credits and unused
tax losses can be utilised.
Unrecognised deferred income tax assets are reassessed at each
balance sheet date and are recognised to the extent that it has
become probable that future taxable profit will allow the deferred
tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the
Balance Sheet date.
The amount of any claim received during the year from the
Australian Government for eligible exploration expenditure claimed
as a Research & Development Tax Incentive is treated as an
offset or reduction of the deferred exploration costs. The amounts
received in the year ended 30 June 2021 was A$171,000 (GBP98,000)
(2020: A$221,000 (GBP124,000)).
h) Financial liabilities
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case
of loans and borrowings and payables, net of directly attributable
transaction costs.
Subsequent measurement
After initial recognition, trade and other payables are
subsequently measured at amortised cost using the EIR method. Gains
and losses are recognised in the statement of profit or loss and
other comprehensive income when the liabilities are derecognised,
as well as through the EIR amortisation process.
Derecognition
A financial liability is derecognised when the associated
obligation is discharged or cancelled or expires.
i) Foreign currencies
The Company's functional currency is Sterling ("GBP"). Each
entity in the Group determines its own functional currency and
items included in the financial statements of each entity are
measured using that functional currency. As at the reporting date
the assets and liabilities of these subsidiaries are translated
into the presentation currency of Thor Mining PLC at the rate of
exchange ruling at the Balance Sheet date and their Income
Statements are translated at the average exchange rate for the
year. The exchange differences arising on the translation are taken
directly to a separate component of equity.
All other differences are taken to the Income Statement with the
exception of differences on foreign currency borrowings, which, to
the extent that they are used to finance or provide a hedge against
foreign equity investments, are taken directly to reserves to the
extent of the exchange difference arising on the net investment in
these enterprises. Tax charges or credits that are directly and
solely attributable to such exchange differences are also taken to
reserves.
j) Share based payments
During the year the Group has provided share-based remuneration
to service providers, in the form of share options. For further
information refer to Note 16.
The cost of equity-settled transactions is measured by reference
to the fair value of the services provided. If a reliable estimate
cannot be made, the fair value of the Options granted is based on
the Black-Scholes model.
In valuing equity-settled transactions, no account is taken of
any performance conditions, other than conditions linked to the
price of the shares of Thor Mining PLC (market conditions) if
applicable.
The cost of equity-settled transactions is recognised, together
with a corresponding increase in equity, over the period in which
the performance and/or service conditions are fulfilled, ending on
the date on which the relevant holders become fully entitled to the
award (the vesting period).
The cumulative expense recognised for equity-settled
transactions at each reporting date until vesting date reflects (i)
the extent to which the vesting period has expired and (ii) the
Group's best estimate of the number of equity instruments that will
ultimately vest. No adjustment is made for the likelihood of market
performance conditions being met as the effect of these conditions
is included in the determination of fair value at grant date. The
Income Statement charge or credit for a period represents the
movement in cumulative expense recognised as at the beginning and
end of that period.
No expense is recognised for awards that do not ultimately vest,
except for awards where vesting is only conditional upon a market
condition.
If the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any
modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the holder, as
measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it
had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a
new award is substituted for the cancelled award and designated as
a replacement award on the date that it is granted, the cancelled
and new award are treated as if they were a modification of the
original award, as described in the previous paragraph.
k) Share based payments reserve
This reserve is used to record the value of equity benefits
provided to employees, consultants and directors as part of their
remuneration and provided to consultants and advisors hired by the
Group from time to time as part of the consideration paid. The
reserve is reduced by the value of equity benefits which have
lapsed during the year.
l) Cash and cash equivalents
Cash and short-term deposits in the Balance Sheet comprise cash
at bank and in hand and short-term deposits with an original
maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash
equivalents consist of cash and cash equivalents as defined above,
net of outstanding bank overdrafts.
m) Financial assets
Loans and Receivables
Classification and receivables are non-derivative financial
assets with fixed or determinable payments that are not quoted in
an instrument level.
The Group's and Company's business model for managing financial
assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling
the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are
classified in four categories:
-- financial assets at amortised cost (debt instruments);
-- financial assets at fair value through OCI with recycling of
cumulative gains and losses (debt instruments);
-- financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition (equity
instruments); and
-- financial assets at fair value through profit or loss.
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group and Company. The
Group and Company measure financial assets at amortised cost if
both of the following conditions are met:
-- the financial asset is held within a business model with the
objective to hold financial assets in order to collect contractual
cash flows; and
-- the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured
using the effective interest rate ("EIR") method and are subject to
impairment. Interest received is recognised as part of finance
income in the statement of profit or loss and other comprehensive
income. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired. The Group's and
Company's financial assets at amortised cost include trade and
other receivables (not subject to provisional pricing) and cash and
cash equivalents.
Financial assets at fair value through profit or loss
The group classifies the following financial assets at fair
value through profit or loss (FVPL):
-- debt instruments that do not qualify for measurement at
either amortised cost (see Note 8(c)) or FVOCI.
Derecognition
A financial asset is primarily derecognised when:
-- the rights to receive cash flows from the asset have expired; or
-- the Group and Company have transferred their rights to
receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a
third party under a 'pass-through' arrangement; and either (a) the
Group and Company have transferred substantially all the risks and
rewards of the asset, or (b) the Group and Company have neither
transferred nor retained substantially all the risks and rewards of
the asset, but has transferred control of the asset.
Trade receivables, which generally have 30 day terms, are
recognised and carried at original invoice amount less an allowance
for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective
evidence that the Group will not be able to collect the debts. Bad
debts are written off when identified.
n) Investments
Investments in subsidiary undertakings are stated at cost less
any provision for impairment in value, prior to their elimination
on consolidation.
Investments in associates are initially recognised at cost and
subsequently accounted for using the equity method "Equity
accounted investments". Any goodwill or fair value adjustment
attributable to the Group's share in the associate is not
recognised separately and is included in the amount recognised as
investment in associate. The carrying amount of the investment in
associates is increased or decreased to recognise the Group's share
of the profit or loss and other comprehensive income of the
associate, adjusted where necessary to ensure consistency with the
accounting policies of the Group. Unrealised gains and losses on
transactions between the Group and its associates are eliminated to
the extent of the Group's interest in those entities. Where
unrealised losses are eliminated, the underlying asset is also
tested for impairment.
o) Merger reserve
The difference between the fair value of an acquisition and the
nominal value of the shares allotted in a share exchange have been
credited to a merger reserve account, in accordance with the merger
relief provisions of the Companies Act 2006 and accordingly no
share premium for such transactions is set-up. Where the assets
acquired are impaired, the merger reserve value is reversed to
retained earnings to the extent of the impairment.
p) Property, plant and equipment
Plant and equipment are stated at cost less accumulated
depreciation and any accumulated impairment losses. Land is
measured at fair value less any impairment losses recognised after
the date of revaluation.
Depreciation is provided on all tangible assets to write off the
cost less estimated residual value of each asset over its expected
useful economic life on a straight-line basis at the following
annual rates:
Land (including option costs) - Nil
Plant and Equipment - between 5% and 25%
All assets are subject to annual impairment reviews.
q) Impairment of assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset's recoverable amount. An
asset's recoverable amount is the higher of its fair value less
costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or Groups
of assets and the asset's value in use cannot be estimated to be
close to its fair value. In such cases the asset is tested for
impairment as part of the cash-generating unit to which it belongs.
When the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset or cash-generating unit
is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses relating to
continuing operations are recognised in those expense categories
consistent with the function of the impaired asset unless the asset
is carried at its revalued amount (in which case the impairment
loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether
there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset's
recoverable amount since the last impairment loss was recognised.
If that is the case the carrying amount of the asset is increased
to its recoverable amount.
That increased amount cannot exceed the carrying amount that
would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such reversal is
recognised in the Income Statement unless the asset is carried at
its revalued amount, in which case the reversal is treated as a
revaluation increase. After such a reversal the depreciation charge
is adjusted in future periods to allocate the asset's revised
carrying amount, less any residual value, on a systematic basis
over its remaining useful life.
r) Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be
reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any
provision is presented in the Income Statement net of any
reimbursement.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects the risks
specific to the liability.
s) Loss per share
Basic loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted to exclude any
costs of servicing equity (other than dividends) and preference
share dividends, divided by the weighted average number of ordinary
shares, adjusted for any bonus element.
Diluted loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted for:
-- costs of servicing equity (other than dividends) and preference share dividends;
-- the after tax effect of dividends and interest associated
with dilutive potential ordinary shares that have been recognised
as expenses; and
-- other non-discretionary changes in revenues or expenses
during the period that would result from the dilution of potential
ordinary shares;
divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus
element.
t) Share based payments reserve
This reserve is used to record the value of equity benefits
provided to employees, consultants and directors as part of their
remuneration and provided to consultants and advisors hired by the
Group from time to time as part of the consideration paid. The
reserve is reduced by the value of equity benefits which have
lapsed during the year.
u) Foreign currency translation reserve
The foreign currency translation reserve is used to record
exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
v) Lease accounting
The Company as Lessee
At the inception of a contract, the Group assesses if the
contract is a lease or contains a lease. If there is a lease
present, a right-of-use asset and a corresponding lease liability
are recognised by the Group where the Group is a lessee. However,
all contracts that are classified as short-term leases (ie a lease
with a term of 12 months or less) and leases of low-value assets
are recognised as an operating expense on a straight-line basis
over the term of the lease.
Initially the lease liability is measured at the present value
of the lease payments still to be paid at the commencement date.
The lease payments are discounted at the interest rate implicit in
the lease. If this rate cannot be readily determined, the Group
uses the incremental borrowing rate.
Lease payments included in the measurement of the lease
liability are as follows:
-- fixed lease payments less any lease incentives;
-- variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement
date;
-- the amount expected to be payable by the lessee under residual value guarantees;
-- the exercise price of purchase options, if the lessee is
reasonably certain to exercise the options;
-- lease payments under extension options, if the lessee is
reasonably certain to exercise the options; and
-- payments of penalties for terminating the lease, if the lease
term reflects the exercise of an option to terminate the lease.
The right-of-use assets comprise the initial measurement of the
corresponding lease liability, any lease payments made at or before
the commencement date and any initial direct costs. The subsequent
measurement of the right-of-use assets is at cost less accumulated
depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or
useful life of the underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the
cost of the right-of-use asset reflects that the Group anticipates
to exercise a purchase option, the specific asset is depreciated
over the useful life of the underlying asset.
The Company's weighted average incremental borrowing rate
applied to the lease liabilities is 4.58%.
The Company as Lessor
As the Group has no contracts as a lessor, the provisions of
IFRS 16 relating accounting for lease contracts as a lessor are not
applicable.
w) Held for sale assets
Non-current assets classified as held for sale are presented
separately and measured at the lower of their carrying amounts
immediately prior to their classification as held for sale and
their fair value less costs to sell.
However, some held for sale assets such as financial assets or
deferred tax assets, continue to be measured in accordance with the
Group's relevant accounting policy for those assets. Once
classified as held for sale, the assets are not subject to
depreciation or amortisation. Any profit or loss arising from the
sale of a discontinued operation or its remeasurement to fair value
less costs to sell is presented as part of a single line item,
profit or loss from discontinued operations.
x) New standards, amendments and interpretations not yet adopted
The group has adopted the following amendments as at 30 June
2021:
- Covid-19-Related Rent Concessions beyond 30 June 2021 - Amendment to IFRS 16
Standards, amendments and interpretations that are in issue but
not yet effective and have not been early adopted are as
follows:
- Interest Rate Benchmark Reform - Phase 2 - Amendments to -
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
At the date on which these Financial Statements were authorised,
there were no Standards, Interpretations and Amendments which had
been issued but were not effective for the year ended 30 June 2021
that are expected to materially impact the Group's Financial
Statements.
y) Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with
IFRS requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the
period. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are regularly evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Items subject to such estimates and assumptions, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial years,
include but are not limited to:
-- Impairment of intangible assets - exploration and evaluation costs (Note 7)
The group assesses impairment at each reporting date by
evaluating conditions specific to the group that may lead to
impairment of exploration and evaluation assets. Where an
impairment trigger exists, the recoverable amount of the asset is
determined.
The group capitalises expenditure relating to exploration and
evaluation where it is considered likely to be recoverable or where
the activities have not reached a stage which permits a reasonable
assessment of the existence of reserves. While there are certain
areas of interest from which no reserves have been extracted, the
Directors are of the continued belief that such expenditure should
not be written off since feasibility studies in such areas have not
yet concluded.
-- Share based payment transactions (refer Note 16)
2. Segmental analysis - Group
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes
strategic decisions.
The Group's operations are located Australia and the United
States of America, with the head office located in the United
Kingdom. The main tangible assets of the Group, cash and cash
equivalents, are held in the United States of America and
Australia. The Board ensures that adequate amounts are transferred
internally to allow all companies to carry out their operational on
a timely basis.
The Directors are of the opinion that the Group is engaged in a
single segment of business being the exploration for commodities.
The Group currently has two geographical reportable segments -
United States of America and Australia.
GBP'000 GBP'000 GBP'000 GBP'000
Head office/
Year ended 30 June 2021 Unallocated Australia United States Consolidated
Revenue
Sundry Income 63 - - 63
Profit/(loss) on sale investments 222 - - 222
Total Segment Expenditure (650) (303) (1,436) (2,389)
------------ --------- ------------- ------------
(Loss) from Ordinary Activities
before Income Tax (365) (303) (1,436) (2,104)
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (365) (303) (1,436) (2,104)
------------ --------- ------------- ------------
Assets and Liabilities
Segment assets - 10,900 1,050 11,950
Corporate assets 685 - - 685
------------ --------- ------------- ------------
Total Assets 685 10,900 1,050 12,635
------------ --------- ------------- ------------
Segment liabilities - (293) - (293)
Corporate liabilities (33) - - (33)
------------ --------- ------------- ------------
Total Liabilities (33) (293) - (326)
------------ --------- ------------- ------------
Net Assets 652 10,607 1,050 12,309
------------ --------- ------------- ------------
2. Revenue and segmental analysis - Group (continued)
GBP'000 GBP'000 GBP'000 GBP'000
Head office/
Year ended 30 June 2020 Unallocated Australia United States Consolidated
Revenue
Sundry Income 40 - - 40
Total Segment Expenditure (347) (592) (23) (962)
------------ --------- ------------- ------------
(Loss) from Ordinary Activities
before Income Tax (307) (592) (23) (922)
------------ --------- ------------- ------------
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (307) (592) (23) (922)
Assets and Liabilities
Segment assets - 10,081 2,670 12,751
------------ --------- ------------- ------------
Corporate assets 258 - - 258
------------ --------- ------------- ------------
Total Assets 258 10,081 2,670 13,009
Segment liabilities - (364) - (364)
------------ --------- ------------- ------------
Corporate liabilities (39) - - (39)
------------ --------- ------------- ------------
Total Liabilities (39) (364) - (403)
------------ --------- ------------- ------------
Net Assets 219 9,717 - 12,606
------------ --------- ------------- ------------
3. Expenses by nature
2021 2020
GBP'000 GBP'000
Items of expenditure not otherwise
disclosed on the Statement of Comprehensive
Income:
Depreciation 38 37
Auditors' remuneration - audit services 35 27
Auditors' remuneration - non audit
services - -
Directors emoluments - fees and salaries 360 290
Other employee and contractor costs 248 91
Director and employees costed to exploration (199) (143)
American Vanadium due diligence &
exclusivity fee - 77
Listing costs (ASX, AIM, registry,
investor relations) 320 248
Legal costs 20 49
Auditors' remuneration for audit services above includes
GBP28,200 (2020: GBP18,000) to PKF Littlejohn for the audit of the
Company and Group. Remuneration to BDO for the audit of the
Australian subsidiaries was GBP11,788 (2020: GBP8,822) .
4. Directors and executive disclosures - Group
All Directors are appointed under the terms of a Directors
letter of appointment. Each appointment, with the exception of
executive Directors, Mr Bradey (retired 29 October 2020) and Ms
Nicole Galloway Warland (appointed 21 April 2021), provides for
annual fees of Australian dollars $40,000 for services as
Directors. This annual fee increased to $50,000 from 1 October
2020. In the case of Australian base Directors this annual fee is
inclusive of 9.5% (10% from 1 July 2021) as a company contribution
to Australian statutory superannuation schemes. The agreement
allows for any services supplied by any Directors, other than Mr
Bradey and Ms Nicole Galloway Warland, to the Company and any of
its subsidiaries in excess of two days in any calendar month, can
be invoiced to the Company at market rate, currently at A$1,000 per
day, other than Mr Michael Billing having been at a rate of A$1,200
per day.
Ms Galloway Warland receives an annual full time salary of
$220,000 plus $22,000 in superannuation benefits in her role as
Managing Director. Ms Galloway Warland does not receive additional
remuneration as a Director. Prior to her appointment as Managing
Director on 21 April 2021, Ms Galloway Warland received an annual
salary of $190,000 plus $19,000 in superannuation benefits in her
role as Exploration Manager.
Mr Richard Bradey (retired 29 October 2020) received an annual
full time equivalent salary of $217,000 plus $21,000 in
superannuation benefits in his role as Exploration Manager. Mr
Bradey did not receive additional remuneration as a Director.
(a) Details of Key Management Personnel (KMP) during the year
ended 30 June 2021
(i) Chairman and Chief Executive Officer
Michael Billing Executive Chairman and Chief Executive Officer
(Retired as CEO 21 April 2021, and retired
as a Director 3 September 2021)
(ii) Directors
Nicole Galloway Warland Managing Director (appointed 21 April 2021)
Mark Potter Non-Executive Director (appointed Chair
13 September 2021)
Mark McGeough Non-Executive Director
Richard Bradey Executive Director (retired 29 October 2020)
(iii) Executives
Ray Ridge CFO/Company Secretary (Australia)
Stephen Ronaldson Company Secretary (UK)
(b) Compensation of Key Management Personnel
Compensation Policy
The compensation policy is to provide a fixed remuneration
component and a specific equity related component. There is no
separation of remuneration between short term incentives and long
term incentives. The Board believes that this compensation policy
is appropriate given the stage of development of the Company and
the activities which it undertakes and is appropriate in aligning
director and executive objectives with shareholder and businesses
objectives.
The compensation policy, setting the terms and conditions for
the executive Directors and other executives, has been developed by
the Board after seeking professional advice and taking into account
market conditions and comparable salary levels for companies of a
similar size and operating in similar sectors. Executive Directors
and executives receive either a salary or provide their services
via a consultancy arrangement. Directors and executives do not
receive any retirement benefits other than compulsory
Superannuation contributions where the individuals are directly
employed by the Company or its subsidiaries in Australia. All
compensation paid to Directors and executives is valued at cost to
the Company and expensed.
The Board policy is to compensate non-executive Directors at
market rates for comparable companies for time, commitment and
responsibilities. The Board determines payments to the
non-executive Directors and reviews their compensation annually,
based on market practice, duties and accountability. Independent
external advice is sought when required. The maximum aggregate
amount of fees that can be paid to Directors is subject to approval
by shareholders at a General Meeting. Fees for non-executive
Directors are not linked to the performance of the economic entity.
However, to align Directors' interests with shareholder interests,
the Directors are encouraged to hold shares in the Company and may
receive options.
Paid/Payable Total Salary Options
in cash Shares (4) & Fees (5) Total
30 June 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ ---------- ------------ ------- -------
Directors: (1)
Mark Potter 24 12 36 14 50
Nicole Galloway Warland
(3) 90 90 20 110
Mark McGeough 19 6 25 - 25
Michael Billing 121 6 127 14 141
Richard Bradey (2) 82 - 82 14 96
Key Personnel: (1)
Ray Ridge 50 - 50 13 63
(1) As at 30 June 2021 amounts of GBP94,328, GBP6786, GBP6786
and GBP7,203, remained unpaid to Messrs Billing, Potter, McGeough
and Ridge respectively.
(2) Retired 29 October 2020.
(3) Appointed as Exploration Manager on 1 October 2020 and
appointed Managing Director 21 April 2021. Remuneration in the
above table for Ms Galloway Warland includes the period as
Exploration Manager and Managing Director, as both are considered
KMP roles.
(4) Messrs Billing and McGeough elected to receive 50% of their
gross directors' fees for the 6 months to 31 December 2020 by Thor
shares in lieu of cash payment. Mr Potter elected to receive 100%
of his directors' fees for the 6 months to 31 December 2020 by Thor
shares in lieu of cash payment. Following shareholder approval on
25 November 2020, 661,765 ordinary shares were issued on 27
November 2020, to each of Messrs Billing and McGeough in lieu of
$11,250 in directors fees owing to each and 1,323,529 ordinary
shares were issued to Potter in lieu of $22,500 in directors fees
owing.
(5) Following shareholder approval, 8,000,000 unlisted Options
were granted to each of Messrs Potter, Billing and Bradey on 8 July
2020 (exercise price $0.0095, expiring 8 July 2023). These options
were valued at GBP0.00172 per option using the Black-Scholes
method. Unlisted options were granted under the Company's Employee
Share Option Plan on 29 September 2020 to Ms Galloway Warland
(4,000,000 options) and Mr Ridge (2,500,000 options). These options
were valued at GBP0.00509 per option using the Black-Scholes
method.
Paid/Payable Total Salary
in cash Shares & Fees Options Total
30 June 2020 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- --------- ------------ ------- -------
Directors: (1)
Michael Billing(5) 131 - 131 - 131
Mark Potter(4,5) 21 - 21 - 21
Richard Bradey(3) 112 - 112 - 112
David Thomas(2) 15 - 15 - 15
Alastair Middleton(2) 11 - 11 - 8
Key Personnel: (1)
Ray Ridge(1) 40 - 40 - 40
(1) As at 30 June 2020 amounts of GBP101,692, GBP5,329, and
GBP13,406, remained unpaid to Messrs Billing, Potter, and Ridge
respectively.
(2) Retired 29 November 2019.
(3) Mr Bradey receives a salary as an executive of the Company,
and does not receive any additional fees as a Director.
(4) Appointed 27 August 2019.
(5) Messrs Billing and Potter elected to receive 50% of their
directors fees for the 6 months to 30 June 2020 by Thor shares in
lieu of cash payment. Following shareholder approval on 7 July
2020, 1,587,302 ordinary shares were issued on 9 July 2020, to each
of Messrs Billing and Potter in lieu of $10,000 in directors fees
owing to each.
(c) Compensation by category Group
2021 2020
GBP'000 GBP'000
--------------- -------------
Key Management Personnel
Short-term (cash) 371 317
Short-term (shares) 24 -
Share Option charges 75 -
Post-employment 15 13
485 330
=============== =============
(d) Equity and rights over equity instruments granted as
remuneration
Messrs Billing and Potter elected to receive 50% of their
directors fees for the 6 months to 30 June 2020 by Thor shares in
lieu of cash payment. Following shareholder approval on 7 July
2020, 1,587,302 ordinary shares were issued on 9 July 2020, to each
of Messrs Billing and Potter in lieu of $10,000 in directors fees
owing to each. The remuneration expense was recognised in the year
ended 30 June 2020.
Messrs Billing and McGeough elected to receive 50% of their
gross directors' fees for the 6 months to 31 December 2020 by Thor
shares in lieu of cash payment. Mr Potter elected to receive 100%
of his directors' fees for the 6 months to 31 December 2020 by Thor
shares in lieu of cash payment. Following shareholder approval on
25 November 2020, 661,765 ordinary shares were issued on 27
November 2020, to each of Messrs Billing and McGeough in lieu of
$11,250 in directors fees owing to each and 1,323,529 ordinary
shares were issued to Potter in lieu of $22,500 in directors fees
owing.
Following shareholder approval, 8,000,000 unlisted Options were
granted to each of Messrs Potter, Billing and Bradey on 8 July 2020
(exercise price $0.0095, expiring 8 July 2023). These options were
valued at GBP0.00172 per option using the Black-Scholes method.
Unlisted options were granted under the Company's Employee Share
Option Plan on 29 September 2020 to Ms Galloway Warland (4,000,000
options) and Mr Ridge (2,500,000 options). These options were
valued at GBP0.00509 per option using the Black-Scholes method.
(e) Options holdings of Key Management Personnel
The movement during the reporting period in the number of
options over ordinary shares in Thor Mining PLC held, directly,
indirectly or beneficially, by key management personnel, including
their personally related entities, is as follows:
Held at
30/6/20 Options Options Options Options Held at Vested
or Granted Granted Granted Lapsed Options 30/6/21 and
Key Management appointment (Note (Note (Note Exercised or retirement exercisable
Personnel date A) B) C) (Note D) date at 30/6/21
Michael
Billing 4,500,000 8,000,000 2,250,000 - (4,500,000) (1,000,000) 9,250,000 9,250,000
Nicole
Galloway
Warland - - - 4,000,000 - - 4,000,000 4,000,000
Mark Potter - 8,000,000 - - - - 8,000,000 8,000,000
Mark McGeough - - 416,667 - - (416,667) - -
Richard Bradey 8,000,000 8,000,000 1,000,000 - - - 17,000,000 17,000,000
Ray Ridge - - - 2,500,000 - - 2,500,000 2,500,000
Notes:
A. Options granted to Directors on 8 July 2020.
B. Options granted as participation in capital raisings on the
same terms as external placees. 1,000,000 listed options to Mr
Billing and 1,000,000 listed options to Mr Bradey on 8 July 2020.
1,250,000 unlisted options to Mr Billing and 416,667 unlisted
options to Mr McGeough on 23 October 2020.
C. Options issued under the Company's Employee Share Option Plan on 29 September 2020.
D. Mr Billing exercised 1,000,000 listed options on 28 May 2021.
Mr McGeough exercised 416,667 listed options on 2 December 2020.
The exercise price of both options was GBP0.01 per share.
Held at
30/6/19 Options Options Options Held at 30/6/21 Vested and
Key Management or appointment Lapsed Lapsed Lapsed or retirement exercisable
Personnel date (Note A) (Note B) (Note C) date at 30/6/20
------------------- --------------- ----------- ------------- ----------- --------------- ------------
Michael Billing 14,500,000 (7,000,000) (3,000,000) - 4,500,000 4,500,000
Mark Potter - - - - - -
Richard Bradey 9,500,000 - - (1,500,000) 8,000,000 3,000,000
David Thomas
(1) 9,500,000 (4,000,000) - - 5,500,000 5,500,000
Alastair Middleton
(1) 5,500,000 - - - 5,500,000 5,500,000
(1) Balances held at the date of r etirement (29 November
2019).
Notes:
A. Options lapsed on 26 July 2019.
B. Options lapsed 31 March 2020.
C. Options lapsed 27 June 2020.
No options held by Directors or specified executives are vested
but not exercisable, except as set out above.
(f) Other transactions and balances with related parties
Specified Directors Transaction Note 2021 2020
GBP'000 GBP'000
------- -------
Consulting
Michael Billing Fees (i) 101 111
Mark Potter Directors Fees (ii) - 17
Consulting
Mark Potter Fees (iii) 10 4
Consulting
David Thomas Fees (iii) - 6
(i) The Group used the consulting services of MBB Trading Pty
Ltd a company of which Mr Michael Billing is a shareholder and
Director. Services were provided as Executive Chairman.
(ii) Through to 31 December 2020 Mark Potter was engaged as a
Director through Kiran Capital, a company of which Mr Mark Potter
is a shareholder and Director. No fees were payable for the six
months ending 31 December 2020, as Shares were issued directly to
Mr Potter in lieu of Directors fees. From 1 January 2021, Mr Potter
is directly engaged as a Director.
(iii) Mark Potter provides any additional consulting fees through Kiran Capital.
(iv) The Group used the services of Thomas Family Trust with
whom Mr David Thomas has a contractual relationship (prior to date
of retirement on 29 November 2019).
Amounts were billed based on normal market rates for such
services and were due and payable under normal payment terms. These
amounts paid to related parties of Directors are included as Salary
& Fees in Note 4(b).
5. Taxation - Group
2021 2020
GBP'000 GBP'000
Analysis of charge in year - -
------- -------
Tax on profit on ordinary activities - -
======= =======
Factors affecting tax charge for year
The differences between the tax assessed for the year and the
standard rate of corporation tax are explained as follows:
2021 2020
GBP'000 GBP'000
Loss on ordinary activities before tax (2,104) (922)
------- -------
Effective rate of corporation tax in the UK 24.4% 24.4%
Loss on ordinary activities multiplied by the standard
rate of corporation tax (513) (225)
Effects of:
Future tax benefit not brought to account 513 225
------- -------
Current tax charge for year - -
======= =======
No deferred tax asset has been recognised because there is
insufficient evidence of the timing of suitable future profits
against which they can be recovered.
6. Loss per share
2021 2020
Loss for the year (GBP 000's) (2,104) (922)
Weighted average number of Ordinary shares in
issue 1,497,215,458 990,413,655
Loss per share (pence) - basic (0.14)p (0.09)p
The basic loss per share is derived by dividing the loss for the
period attributable to ordinary shareholders by the weighted
average number of shares in issue.
As the inclusions of the potential Ordinary Shares would result
in a decrease in the loss per share they are considered to be
anti-dilutive and as such not included.
7. Intangible fixed assets - Group
Deferred exploration costs
GBP'000 GBP'000
2021 2020
Cost
At 1 July 12,252 11,688
Exploration expenditure 612 469
Acquisitions (1) 310 -
Disposals - -
Exchange gain/(loss) (554) 154
Exploration written off (2) (1,450) (59)
Transfers to held for sale assets (note 7a) (1,050)
At 30 June 10,120 12,252
------- -------
Amortisation
At 1 July and 30 June - -
Write-off exploration tenements previously impaired - -
Balance - -
Impairment for period - -
Exchange gain - -
-------- --------
At 30 June - -
-------- --------
Net book value at 30 June 10,120 12,252
-------- --------
The Directors undertook an assessment of the following areas and
circumstances that could indicate the existence of impairment:
-- The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
-- No further exploration or evaluation is planned or budgeted for;
-- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
-- Sufficient data exists to indicate that the book value will
not be fully recovered from future development and production.
In the year ended 30 June 2021, this impairment assessment
resulted in an impairment expense of Nil (2020: Nil), and deferred
exploration costs written off $1,450,000 (2020: $59,000) as
detailed further below.
(1) Acquisitions
During the year ended 30 June 2021, the Group completed three
acquisitions:
-- GBP140,000 for t he acquisition of 100% of the shares in
American Vanadium Pty Ltd (AV), a private Australian company (refer
ASX Announcement 10 September 2020). AV holds a
100% interest in Uranium and Vanadium projects in the US States
of Colorado and Utah, held through two US subsidiaries. The
acquisition price comprised an initial issue of 24,000,000 Ordinary
Shares in Thor on 15 September 2020, and a further issue of
18,000,000 Ordinary Shares in Thor on 10 November 2020 upon the
achievement of the first milestone relating to 15 or more samples
from three of more adits/shafts at Radium Mountain & Wedding
Bell prospects returning grades greater than or equal to 0.1% U3O8,
or 1.0% V2O5, or equivalent within six months of execution of the
acquisition agreement. Both share issues were at an agreed price
per Ordinary Share of A$0.006.
As part of AVU acquisition agreement, two further payments are
required through the issue of up to 84 million Ordinary Shares in
Thor at an agreed price of A$0.006 per Ordinary Share, subject to
the achievement of the following project milestones:
o A$252,000 through the issue of 42,000,000 Ordinary Shares on
drilling ore grade intercepts from at least three holes from any
deposits within the licences, at a product of grade and thickness
of >= 0.4% U(3) O(8) , or equivalent. For example, 4 million
tonnes @ 1,000ppm U(3) O(8) or 1 million tonnes @ 4,000ppm U(3)
O(8) .
o A$252,000 through the issue of 42,000,000 Ordinary Shares on
reporting a mineral resource in either the inferred, indicated or
measured category (reported in accordance with the JORC Code, 2012
Edition) of, or equivalent* to 5 million tonnes @ >= 0.1% U(3)
O(8) , or 1.0% V(2) O(5) , or equivalent.
-- GBP17,000 being the initial cash payment under the binding
term sheet for Thor to acquire an interest in the oxide mineral
rights from Spencer Metals Pty Ltd (Spencer) over the Alford East
copper-gold project, located on the Yorke Peninsula, South
Australia. Under the term sheet, Thor is to acquire an interest up
to 80% over two stages directly in the project:
Stage 1: Thor can earn a 51% interest by funding A$500,000
expenditure over 2 years to 11 November 2022, and for additional
consideration of A$250,000 in fully paid Thor shares, issued at the
5 day ASX VWAP (volume weighted average price) on the date
immediately prior to allotment, together with two free attaching
options per share issued, exercisable at $0.03 within 5 years from
the date of issue (stage 1 expenditure); and
Stage 2: Earn a further 29% interest (80% in total) by funding
an additional A$750,000 of expenditure over a subsequent 2 years to
11 November 2024 and for additional consideration of A$250,000 in
fully paid Thor shares, issued at the 5 day ASX VWAP on the date
immediately prior to allotment and two free attaching options per
share issued, exercisable at a$0.03 within years from the date of
issue (stage 2 expenditure). If Thor does not proceed with the
Stage 2 earn-in, then its interest in the project is
relinquished.
Upon Thor completing the acquisition of an 80% interest in the
project, Spencer will hold a free carried 20% interest in the
project, until a decision to mine.
The parties have agreed to use reasonable commercial endeavours
to negotiate and execute a formal Joint Venture agreement for the
development and operation of a mine and associated facilities
within 60 days from the end of Stage 2.
-- GBP153,000 for the acquisition of two additional exploration
licences adjacent the Company's existing Ragged Range licences in
the Pilbara region of Western Australia (refer ASX announcement 15
January 2021). Consideration comprised:
o 12,500,000 Ordinary Shares valued at GBP120,000 based on the
ASX closing price of $0.017 (1.7 cents), and an the AUD:GBP
exchange rate of 0.5682, the day prior to execution of the purchase
agreement.
o 8,333,000 unlisted options with an exercise price of $0.03 (3
cents) and expiring 10 November 2022. The value of the options was
estimated as GBP33,000 using the Black-Scholes method (refer Note
16).
(2) Exploration written off
Deferred exploration costs of GBP1,450,000 were written-off,
relating to tenements relinquished during the year GBP27,000 and
GBP1,423,000 in relation to the write-down of the Pilot Mountain
project in the United States of America. The Pilot Mountain project
was written down to a carrying value of GBP1,050,000 based on the
negotiated value for the sale of the project, subject to a due
diligence period (refer subsequent events Note 21). The carrying
value of GBP1,050,000 for the project was reclassified to Held for
sale assets, refer note 7a below). [In the prior year ended 30 June
2020, the write-down of GBP59,000 predominantly related to two
Molyhil tenements not required for the Molyhil project GBP56,000.
The remaining GBP3,000 related to one of the tenements relinquished
by the subsidiary company, Hamersley Metals Pty Ltd.]
7a. Held for sale assets
GBP'000 GBP'000
2021 2020
Opening Balance - -
Transfers from exploration and evaluation assets 1,050 -
------- -------
1,050 -
------- -------
The Directors of Thor Mining Plc have undertaken a strategic
divestment and entered into an Option Agreement with Power Metal
Resources Plc to divest the Pilot Mountain Tungsten Project in
Nevada USA (refer subsequent events Note 21) in line with their
focus on core copper and gold projects. Accordingly, the carrying
value of the investment has been reclassified in the Statement of
Financial Position from ' Intangible assets - deferred exploration
costs; to 'Held for sale assets' as at 30 June 2021.
8. Investments
The Company holds 20% or more of the share capital of the
following companies:
Company Country of registration Shares held Class %
or incorporation
Molyhil Mining Pty Ltd (1) Australia Ordinary 100
Hale Energy Limited Australia Ordinary 100
Black Fire Industrial Minerals Pty Ltd (2) Australia Ordinary 100
Industrial Minerals (USA) Pty Ltd (3) Australia Ordinary 100
Pilot Metals Inc (4) United States Ordinary 100
BFM Resources Inc (5) United States Ordinary 100
Hamersley Metals Pty Ltd (6) Australia Ordinary 100
Pilbara Goldfields Pty Ltd (7) Australia Ordinary 100
EnviroCopper Limited (8) Australia Ordinary 30
American Vanadium Pty Ltd (9) Australia Ordinary 100
Standard Minerals Inc (10) United States Ordinary 100
Cisco Minerals Inc (11) United States Ordinary 100
The registered office for each of the above companies incorporated in Australia is 58 Galway
Avenue, Marleston, South Australia 5033. The registered office for Pilot Metals Inc and BFM
Resources Inc is 241 Ridge Street, Reno, Nevada 89501. The registered office of Standard Minerals
Inc and Cisco Minerals Inc is 3500 Washington Avenue, Ste 200, Houston, TX 77007, United States.
(1) Molyhil Mining Pty Ltd is engaged in exploration and evaluation activities focused at
the Molyhil project in the Northern Territory of Australia.
(2) Black Fire Industrial Minerals Pty Ltd is a holding company only. It owns 100% of the
shares in Industrial Minerals (USA) Pty Ltd.
(3) Industrial Minerals (USA) Pty Ltd is a holding company only. It owns 100% of the shares
in Pilot Metals Inc and BFM Resources Inc.
(4) Pilot Metals Inc is engaged in exploration and evaluation activities focused at the Pilot
Mountain project in the US state of Nevada.
(5) BFM Resources Inc is engaged in exploration and evaluation activities focused at the
Pilot Mountain project in the US state of Nevada.
(6) Hamersley Metals Pty Ltd was acquired on 27 March 2019. The company holds tenements in
the Northern Territory of Australia.
(7) Pilbara Goldfields Pty Ltd was acquired on 27 March 2019. The company holds a number
of exploration tenements, in Western Australia.
(8) EnviroCopper Ltd on 30 July 2020, Thor announced the conversion of its $700,000 (GBP391,000)
convertible loan to a 25% interest in ECL and has exercised its right to nominate a Board
representative. Accordingly, the loan receivable from ECL has been reclassified in the Group's
Statement of Financial Position from a Financial asset at fair value through profit or loss
and is now being accounted for using the equity method from the date of loan conversion to
equity. On the 11 November 2020, the Company announced that it had increased its investment
in ECR through the payment of A$300,000 (GBP170,000) to increase its ownership interest to
30% and continues to be accounted for using the equity method.
(9) American Vanadium Pty Ltd (AV) was acquired on the 15(th) September 2020. AVU holds 100%
interest in two US subsidiaries Standard Minerals Inc and Cisco Minerals Inc.
(10) Standard Minerals Inc is a 100% owned subsidiary of AV and holds 199 claims in the US
State of Colorado.
(11) Cisco Minerals Inc is a 100% owned subsidiary of AV and holds 100 claims in the US State
of Utah.
Ms Galloway Warland (appointed 18 May 2021) and Mr McGeough are Directors of each of the above
companies. Mr Billing retired as a Director of each of the above companies on 3 September
2021.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
(a) Investments Subsidiary companies:
Molyhil Mining Pty Ltd - - 700 700
Less: Impairment provision against investment - - (700) (700)
Hale Energy Limited - - 1,277 1,277
Less: Impairment provision against investment - - (1,277) (1,277)
Black Fire Industrial Minerals Pty Ltd - - 688 688
Less: Impairment provision against investment - - (673) -
Hamersley Metals - - 170 170
Less: Impairment provision against investment - - (170) (15)
Pilbara Goldfields - - 349 348
Less: Impairment provision against investment - - - (34)
American Vanadium - - 140 -
Less: Impairment provision against investment - - (56) -
- - 448 1,157
-------------------- --------------------------- ------------------------ -------------------
(b) Loans to s ubsidiaries:
Molyhil Mining Pty Ltd -- 10,813 10,571
Less: Impairment provision against loan --(2,060) (1,783)
Hale Energy Limited -- 2,098 1,644
Less: Impairment provision against loan --(1,324) (1,253)
Black Fire Industrial Minerals Pty Ltd -- 1,035 1,035
Pilot Metals Inc -- 1,204 1,101
Less: Impairment provision against loan --(1,204) -
Hamersley Metals -- 15 7
Less: Impairment provision against loan -- (14) -
Pilbara Goldfields -- 616 61
American Vanadium -- 73 -
-- 11,252 11,383
------- -------
The loans to subsidiaries are non-interest bearing, unsecured
and are repayable upon reasonable notice having regard to the
financial stability of the company.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
(c) Financial assets at fair value through
profit or loss:
Loan receivable (convertible note) - 391 - -
- 391 - -
------- ------- ------- -------
EnviroCopper Limited (EnviroCopper), via its subsidiary
Environmental Copper Recovery SA Pty Ltd (ECR), holds an agreement
to earn, in two stages, up to 75% of the rights over metals which
may be recovered via in-situ recovery (ISR) contained in the
Kapunda deposit, from Australian listed company, Terramin Australia
Limited (ASX: TZN). Another subsidiary of EnviroCopper,
Environmental Metals Recovery Pty Ltd (EMR) has a right to earn up
to a 75% interest in the Moonta Copper Project, which comprises the
northern section of exploration licence EL5984 held by Andromeda
Metals Limited (ASX: ADN).
Prior to 30 July 2020, Thor had been investing in EnviroCopper's
subsidiary ECR through convertible notes. On 30 July 2020, Thor
announced the conversion of $700,000 (GBP391,000) of its
convertible loan to a 25% interest in EnviroCopper Limited (ECL).
On the 11 November 2020, the Company further announced that it had
increased its investment in ECR through the payment of A$300,000
(GBP170,000) to increase its ownership interest to 30%.
Accordingly, the loan receivable from ECL has been reclassified in
the Group's Statement of Financial Position to an equity accounted
investment (refer Note 8d).
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
(d) Investments accounted for using the
equity method:
A reconciliation of the carrying amount
of the investments in the company is set
out below:
EnviroCopper Ltd
Conversion of loan to equity 391 - - -
Additional investment 170 - - -
------- ------- ------- -------
Initial cost of the equity accounted investment 561 - - -
Share of loss of associate, accounted for
using the equity method 22 - - -
Share of foreign currency translation reserve (19) - - -
------- ------- ------- -------
564 - - -
======= ======= ======= =======
Summarised financial information for EnviroCopper
Ltd
Unaudited
GBP'000
2021
Summarised statement of financial position:
Current assets
Cash and cash equivalents 648
Other current assets 14
Provision for income tax 129
---------
Total current assets 791
Non current assets
Plant and equipment 22
---------
Total non current assets 22
---------
Total assets 813
Current liabilities
Other current liabilities 137
---------
Total current liabilities 137
Total Liabilities 137
---------
Net Assets 676
=========
Summarised statement of comprehensive income:
Total income 666
Less expenses 595
---------
Net profit 71
---------
(e) Profit or loss on the sale of investments:
On 15 July 2020, Thor announced the sale of its Spring Hill gold
project royalty entitlement to AIM quoted Trident Royalties Plc
(Trident), for total consideration of A$1.0 as follows:
-- A$400,000 (GBP222,000) cash which has been received and
recognised as consideration during the year ended 30 June 2021;
-- the remaining $600,000 (approximately GBP333,000) is linked
to production milestones and will be recognised in Thor's financial
statements as and when received;
o First production milestone payment of A$300,000 upon
cumulative sales reaching 25,000 ounces of gold;
o Second production milestone payment of A$300,000 upon
cumulative sakes reaching 50,000 ounces of gold.
The two milestone payments above may, at the election or
Trident, be made via the issue to Thor of Trident ordinary shares
at an issue price equivalent to the volume weighted average price
of Trident shares on the AIM Market over the 5 business days prior
to Trident's election to make such payment in shares. Any Trident
shares issued will not be subject to a minimum hold period.
In the prior year ending 30 June 2020, Thor sold 15,234,375
Hawkstone shares for proceeds of GBP56,000, resulting in a loss on
revaluation to market value of GBP17,000 at 31 December 2019
together with a realised loss on the shares sold of GBP29,000, and
a GBP1,000 foreign exchange translation loss.
9. Deposits supporting performance bonds
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
Deposits with banks and Governments 41 42 - -
41 42 - -
------- ------- ------- -------
10. Right of use asset
The Company's Right of use assets relates to leased office
space.
Options to extend or terminate
The Company's lease contains no option to extend.
Variable lease payments
The company does not have any variable lease payments.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
(i) IFRS 16 related amounts recognised
in the Statement of Financial Position
Leased building 70 72 - -
Less: accumulated depreciation (60) (31) - -
------- ------- ------- -------
Right of use asset 10 41 - -
------- ------- ------- -------
Movements in Carrying Amount
Opening balance 41 - --
Recognised on initial application of IFRS16
(previously classified as an operating
lease) - 72 --
Depreciation expense (31) (30) --
---- ----
Foreign exchange translation gain
/ (loss) - (1)
---- ----
10 41 --
---- ----
(ii) IFRS 16 related amounts recognised
in the Statement of Comprehensive
Income/(Loss)
Depreciation charge related to right
of use asset (31) (30) --
Interest expense on lease liabilities (1) (2) --
-
(iii) Total Full Year cash out flows
for leases (30) (30) --
11. Property, plant and equipment Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
Plant and Equipment: 2021 2020 2021 2020
At cost 66 60 - -
Accumulated depreciation (59) (53) - -
Total Property, Plant and Equipment 7 7 - -
======= ======== ======= =========
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property,
plant and equipment between the beginning and the end of the
current financial year.
At 1 July 7 14 --
Additions 8 - --
Foreign exchange impact, net - - --
Disposals - - --
Depreciation expense (8) (7) --
At 30 June 7 7 --
=== ===
12. Trade receivables and other assets
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
Current 2021 2020 2021 2020
Trade and other receivables 36 21 22 29
Prepayments 24 22 - -
60 43 22 29
======= ======= ======= =======
At 30 June 2021 all trade and other receivables were fully
performing. No ageing analysis is considered necessary as the Group
has no significant trade receivable receivables which would require
such an analysis to be disclosed under the requirements of IFRS
9.
The above trade receivables and other assets are held
predominantly in Australian Dollars.
The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable mentioned above. The
Group does not hold any collateral as security.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
13. Current trade and other payables
Trade payables (201) (203) (33) (39)
Other payables (105) (104) - -
(306) (307) (33) (39)
----- ----- ---- ----
The carrying amounts of the Group and Company's trade and other
payables are denominated in the following currencies:
UK Pounds (33) (39) (33) (39)
Australian Dollars (273) (268) - -
(306) (307) (33) (39)
------- ------- ------- -------
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2021 2020 2021 2020
14. Lease liability
Lease Liability is represented by:
Current 10 31 - -
Non Current - 11 - -
======= ======= ======= =======
Total Lease Liability 10 42 - -
======= ======= ======= =======
15. Issued share capital
2021 2020
GBP'000 GBP'000
Issued up and fully paid :
982,870,766 'Deferred Shares' of GBP0.0029 each (1) 2,850 2,850
7,928,958,500 'A Deferred Shares' of GBP0.000096 each
(2) 761 761
1,625,719,488 Ordinary shares of GBP0.0001 each 162 122
(2019: 982,870,766 'Deferred Shares' of GBP0.0029 each,
7,928,958,500 'A Deferred Shares' of GBP0.000096 each
and 816,959,363 ordinary shares of GBP0.0001 each)
------- -------
3,773 3,733
======= =======
Movement in share capital
2021 2020
Ordinary shares of GBP0.0001 Number GBP'000 Number GBP'000
At 1 July 1,224,996,863 3,733 816,959,363 3,692
Shares issued for cash 319,818,629 32 395,000,000 40
Shares issued in lieu of Directors
fees 5,821,663 1 - -
Shares issued for acquisitions 54,500,000 5 8,350,000 1
Shares issued to service providers 8,015,666 1 4,687,500 -
Warrants Exercised 12,566,667 1 - -
At 30 June 1,625,719,488 3,773 1,224,996,863 3,733
--------------- --------- ----------------- ---------
Nominal Value
(1) The nominal value of shares in the company was originally
0.3 pence. At a shareholders meeting in September 2013, the
Company's shareholders approved a re-organisation of the company's
shares which resulted in the creation of two classes of shares,
being:
-- Ordinary shares with a nominal value of 0.01 pence, which
continued as the company's listed securities, and
-- 'Deferred Shares' with a nominal value of 0.29 pence which,
subject to the provisions of the Companies Act 2006, may be
cancelled by the company, or bought back for GBP1 and then
cancelled. These deferred shares are not quoted and carry no rights
whatsoever.
(2) At a shareholders meeting in November 2016, the Company's
shareholders approved a re-organisation of the company's shares
which, on the 1 December 2016, resulted in the existing Ordinary
Shares of 0.01 pence being further split as follows:
-- Ordinary shares with a nominal value of 0.0004 pence, and
-- 'A Deferred Shares' with a nominal value of 0.0096 pence
which, subject to the provisions of the Companies Act 2006, may be
cancelled by the company, or bought back for GBP1 and then
cancelled. These deferred shares are not quoted and carry no rights
whatsoever.
Warrants and Options on issue
The following warrants (in UK) and options (in Australia) have
been granted by the Company and have not been exercised as at 30
June 2021:
Number Grant Date Expiry Date Exercise Price
47,058,823 (1) 10 Apr 2019 10 Apr 2022 GBPGBP0.013
26,500,000 (2) 23 May 2019 23 May 2022 GBPGBP0.013
61,875,000 (6) 28 Sep 2020 28 Sep 2022 GBPGBP0.01
26,500,000 (8) 23 Oct 2020 23 Oct 2022 GBPGBP0.01
8,333,000 (10) 20 Jan 2021 10 Nov 2022 AUD$0.03
6,000,000 (14) 25 Jun 2021 4 Dec 2022 USD$0.0175
44,117,648 (11) 27 Jan 2021 27 Jan 2023 GBPGBP0.016
35,000,000 (3) 8 Jul 2020 8 Jul 2023 AUD$0.01
94,300,000 (4) 8 Jul 2020 8 Jul 2023 AUD$0.01
24,000,000 (5) 8 Jul 2020 8 Jul 2023 AUD$0.0095
7,500,000 (7) 29 Sep 2020 28 Sep 2023 AUD$0.026
4,000,000 (9) 23 Oct 2020 23 Oct 2023 GBPGBP0.0054
5,647,058 (12) 27 Jan 2021 27 Jan 2024 GBPGBP0.0085
2,433,526 (13) 28 May 2021 4 Mar 2024 GBPGBP0.010273
393,265,055 Total outstanding
------------------------------
Share options (termed warrants in the UK) carry no rights to
dividends and no voting rights.
(1) Granted to investors as part of a capital raise.
(2) Granted as part of consideration for the acquisition of
Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd, following
shareholder approval.
(3) ASX listed options granted to lead broker of a capital
raise.
(4) ASX listed options granted to investors as part of a capital
raise.
(5) Options were granted to Directors of the Company, as
approved by shareholders.
(6) Granted to investors as part of a capital raise 28 September
2020.
(7) Options granted to employees under the terms of the
company's shareholder approved employees share option plan.
(8) Granted to investors as part of a capital raise.
(9) Granted to lead broker of a capital raise.
(10) Options granted as part of the consideration for the
acquisition of additional Ragged Range tenements.
(11) Granted to investors as part of a capital raise.
(12) Options granted to lead investor of placement.
(13) Options granted to a service provider.
(14) Options granted to a service provider. The Options vest at
the rate of 1,000,000 per month commencing June 2021.
The following reconciles the outstanding warrants and options at
the beginning and end of the financial year
Number Number of Warrants Weighted Average Exercise Price (GBP)
Balance at the beginning of the year 113,008,823 0.0167
Granted during the year 322,822,899 0.0088
Lapsed during the year 30,000,000 0.0303
Exercised during the year 12,566,667 0.0030
Balance at the end of the year 393,265,055 0.0120
The options outstanding at 30 June 2021 had a weighted average
remaining number of days until expiry of 575 (2020: 632 days).
16. Share based payments reserve
2021 2020
GBP'000 GBP'000
At 1 July 275 359
Options exercised or lapsed
Exercised 9,450,000 options @ GBP0.0013 (12) -
Lapsed 10,000,000 @ GBP0.0098 (98) -
Lapsed 5,000,000 @ GBP0.0034 (17) -
Lapsed 15,000,000 @ GBP0.0053 (80) -
Lapsed 1,500,000 @ GBP0.0027 - (4)
Lapsed 15,000,000 @ GBP0.0045 - (67)
Lapsed 20,000,000 @ GBP0.0013 - (25)
------- -------
(207) (96)
Options expensed through the Statement of comprehensive
income
Issued 24,000,000 to Directors @ GBP0.0017 41 -
Issued 7,500,000 ESOP @ GBP0.0051 38 -
Issued 4,000,000 to service provider @ GBP0.0066 27 -
Issued 6,000,000 to a service provider @ GBP0.0036 9 -
Issued 2,433,526 to service a provider @ GBP0.0045 11 -
126 -
Options recognised as capital raising costs
Issued 5,647,058 to a service provider @ GBP0.0058 32 -
Issued 35,000,000 to a service provider @ GBP0.0016 55 -
Issued 9,450,000 to a service provider @ GBP0.0013 - 12
------- -------
87 12
Options issued for an acquisition
Issued 8,333,000 for tenements acquired @ GBP0.0039 33 -
At 30 June 314 275
------- -------
Options are valued at an estimate of the cost of the services
provided. Where the fair value of the services provided cannot be
estimated, the value of the options granted is calculated using the
Black-Scholes model taking into account the terms and conditions
upon which the options are granted. The following table lists the
inputs to the model used for the share options in the balance of
the Share Based Payments Reserve as at 30 June 2021 or lapsed
during the year ended 30 June 2021.
(i) Options comprising the share based payments reserve at 30
June 2021
26,500,000 issued for an acquisition on 23 May 2019
Dividend yield 0.00%
Underlying Security spot price GBP0.0085
Exercise price GBP0.013
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 3.16yrs
Black Scholes valuation per option GBP0.0026
35,000,000 issued to a broker on 8 July 2020
Dividend yield 0.00%
Underlying Security spot price GBP0.0035
Exercise price A$0.010
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option GBP0.0016
24,000,000 issued to directors 8 July 2020
Dividend yield 0.00%
Underlying Security spot price GBP0.0035
Exercise price A$0.0095
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option GBP0.0017
4,000,000 issued to a service provider 23 October 2020
Dividend yield 0.00%
Underlying Security spot price GBP0.0093
Exercise price GBP0.0054
Standard deviation of returns 100%
Risk free rate 0.13%
Expiration period 3 yrs
Black Scholes valuation per option GBP0.0066
7,500,000 issued ESOP 29 September 2020
Dividend yield 0.00%
Underlying Security spot price GBP0.0095
Exercise price A$0.0260
Standard deviation of returns 100%
Risk free rate 0.17%
Expiration period 3 yrs
Black Scholes valuation per option GBP0.0051
8,333,000 issued for an acquisition 20 January 2021
Dividend yield 0.00%
Underlying Security spot price GBP0.00998
Exercise price A$0.030
Standard deviation of returns 108%
Risk free rate 0.08%
Expiration period 1.72yrs
Black Scholes valuation per option GBP0.0039
6,000,000 issued to a service provider 25 June 2021
Dividend yield 0.00%
Underlying Security spot price GBP0.00925
Exercise price USD$0.0175
Standard deviation of returns 102%
Risk free rate 0.030%
Expiration period 1.5 yrs
Black Scholes valuation per option GBP0.0036
5,647,058 issued to service provider 27 January 2021
Dividend yield 0.00%
Underlying Security spot price GBP0.00925
Exercise price GBP0.0085
Standard deviation of returns 98%
Risk free rate 0.110%
Expiration period 3yrs
Black Scholes valuation per option GBP0.0058
2,433,526 issued to service provider 28 May 2021
Dividend yield 0.00%
Underlying Security spot price GBP0.0083
Exercise price GBP0.010273
Standard deviation of returns 96%
Risk free rate 0.130%
Expiration period 3yrs
Black Scholes valuation per option GBP0.0045
(ii) Options exercised or lapsed in the year ended 30 June
2021
10,000,000 issued to a Director on 13 June 2018
Dividend yield 0.00%
Underlying Security spot price GBP0.0205
Exercise price GBP0.015
Standard deviation of returns 60%
Risk free rate 2.12%
Expiration period 2.4yrs
Black Scholes valuation per option GBP0.0098
5,000,000 issued to a Director on 13 June 2018
Dividend yield 0.00%
Underlying Security spot price GBP0.0205
Exercise price GBP0.045
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 2.5yrs
Black Scholes valuation per option GBP0.0034
15,000,000 issued to Directors on 13 June 2018
Dividend yield 0.00%
Underlying Security spot price GBP0.0205
Exercise price GBP0.035625
Standard deviation of returns 60%
Risk free rate 2.23%
Expiration period 3yrs
Black Scholes valuation per option GBP0.005289
Expiration period 5yrs
Black Scholes valuation per option GBP0.0053
9,450,000 issued to a broker on 29 November 2019
Dividend yield 0.00%
Underlying Security spot price GBP0.0024
Exercise price GBP0.002
Standard deviation of returns 60%
Risk free rate 0.710%
Expiration period 5yrs
Black Scholes valuation per option GBP0.0013
17. Analysis of changes in net cash and cash equivalents
1 July 2020 Cash flows Non-cash changes 30 June 2021
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand - Group 233 550 - 783
----------- ---------- ---------------- -------------
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to
the Group mineral exploration permits. No provision has been made
in the financial statements for these amounts as the expenditure is
expected to be fulfilled in the normal course of the operations of
the Group.
b) Claims of native title
The Directors are aware of native title claims which cover
certain tenements in the Northern Territory. The Group's policy is
to operate in a mode that takes into account the interests of all
stakeholders including traditional owners' requirements and
environmental requirements. At the present date no claims for
native title have seriously affected exploration by the
Company.
c) Contingent Liability
As at 30 June 2021, the Group had no contingent liabilities.
19. Financial instruments
The Group uses financial instruments comprising cash, liquid
resources and debtors/creditors that arise from its operations.
The Group's exposure to currency and liquidity risk is not
considered significant. The Group's cash balances are held in
Pounds Sterling and in Australian Dollars, the latter being the
currency in which the significant operating expenses are
incurred.
To date the Group has relied upon equity funding to finance
operations. The Directors are confident that they will be able to
raise additional equity capital to finance operations to commercial
exploitation but controls over expenditure are carefully
managed.
The net fair value of financial assets and liabilities
approximates the carrying values disclosed in the financial
statements. The currency and interest rate profile of the Group's
financial assets is as follows:
2021 2020
GBP'000 GBP'000
Sterling 663 229
Australian Dollars 120 4
783 233
------- -------
The financial assets comprise interest earning bank deposits and
a bank operating account.
Set out below is a comparison by category of carrying amounts
and fair values of all of the Group's financial instruments
recognised in the financial statements, including those classified
under discontinued operations. The fair value of cash and cash
equivalents, trade receivables and payables approximate to book
value due to their short-term maturity.
The fair values of derivatives and borrowings have been
calculated by discounting the expected future cash flows at
prevailing interest rates. The fair values of loan notes and other
financial assets have been calculated using market interest
rates.
2021 2020
Carrying Fair Value Carrying Fair Value
Amount GBP'000 GBP'000 Amount GBP'000 GBP'000
--------------- ---------- --------------- ----------
Financial assets:
Cash and cash equivalents 783 783 233 233
Trade & other receivables 60 60 43 43
Loan receivable (convertible note) - - 391 391
Deposits supporting performance
guarantees 41 41 42 42
Financial liabilities:
Trade and other payables 306 306 307 307
The following table sets out the carrying amount, by maturity,
of the financial instruments exposed to interest rate risk:
Maturing Total
------------------ -------- -------
Effective
Interest >1 to <2 >2 to <5
30-June 2021 - Group Rate % < 1 year Years Years
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- -------
Financial Assets
Fixed rate
At call Account - AUD 0% 120 - - 120
At call Account - STG 0.05% 663 - - 663
783 - - 663
-------- -------- -------- -------
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
-------- -------- -------- -------
30-June 2020 - Group
Financial Assets
Fixed rate
At call Account - AUD 0% 4 - - 4
At call Account - STG 0.05% 229 - - 229
-------- -------- -------- -------
233 - - 233
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
-------- -------- -------- -------
20. Related party transactions
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries to enable
those companies to carry out their operations. At 30 June 2021, the
estimated recoverable amount converted to GBP11,252 (refer Note
8(b)).
Thor Mining PLC engages the services of Druces LLP Solicitors, a
company in which Mr Stephen Ronaldson is a Partner. Mr Ronaldson is
the UK based Company Secretary of Thor. During the year GBP16,402
was paid to Druces LLP Solicitors (2020: GBP39,788) on normal
commercial terms.
Transactions with Directors and Director related entities are
disclosed in Note 4.
21. Subsequent events
On 12 August 2021, Thor Mining Plc announced a private placement
raising GBP800,000, via the placing of 123,076,923 new ordinary
shares of 0.01p each at a price of GBP0.0065 (0.65 pence) per
Ordinary Share. All placees received one warrant for every two
Shares subscribed, each warrant having an exercise price of 1.3
pence per Ordinary Share and expiring 17 August 2023. Proceeds of
the placement will be applied to fund exploration activities at the
Company's project interests, with particular emphasis on the Ragged
Range gold and nickel prospects in the Pilbara, Western
Australia.
On 31 August 2021, Thor Mining Plc announced the execution of an
Option Agreement with AIM listed Power Metal Resources Plc (AIM:
POW) ("Power Metal"), for the divestment of Thor's Pilot Mountain
Tungsten Project in Nevada. Power Metal has paid US$25,000 in cash
and has issued 500,000 new Power Metal Ordinary shares of 0.1p
("Ordinary Shares") to Thor at an issue price of 2.5p (GBP12,500 of
Ordinary Shares), for a 60-day option period to complete due
diligence (the option period expiring 29 October 2021).
Upon Option exercise, Power Metal will pay consideration to Thor
comprising US$115,000 in cash and US$1,650,000 payable through the
issue of 48,118,920 Ordinary Shares at an agreed issue price of 2.5
pence per share. In addition, Power Metal will issue to Thor 12.5
million warrants to subscribe for Power Metal Ordinary Shares with
an exercise price of 4 pence per Ordinary Share and a term of three
years.
A milestone payment of US$500,000 in Power Metal Ordinary
Shares, if it publishes a JORC or 43-101 compliant resource at
Pilot Mountain which increases against current declared levels by
25% across total indicated and inferred categories within two
years.
On 16 September 2021, the Company issued 8,000,000 Ordinary
Shares as a result of warrants exercised at an issue price of
A$0.0095, raising A$76,000.
Other than the above matters, there were no material events
arising subsequent to 30 June 2021 to the date of this report which
may significantly affect the operations of the Group or Company,
the results of those operations and the state of affairs of the
Group or Company in the future.
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END
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September 30, 2021 08:11 ET (12:11 GMT)
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