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Thor Mining PLC - Annual Financial Report

RNS Number : 6028A
Thor Mining PLC
30 September 2020
 

30 September 2020

THOR MINING PLC

("Thor" or the "Company")

ANNUAL FINANCIAL REPORT

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 2020.

 

The Company's annual financial report was also today released 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.

 

Enquiries:

Mick Billing

+61 (8) 7324 1935

Thor Mining PLC

Executive Chairman

Ray Ridge

+61 (8) 7324 1935

Thor Mining PLC

CFO/Company Secretary

Samantha Harrison/

Niall McDonald

+44 (0) 207 383 5100

Grant Thornton UK LLP 

Nominated Adviser

Nick Emerson

+44 (0) 1483 413 500

SI Capital Ltd

Broker

 

 

 

 

 

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) is a resources company quoted on the AIM Market of the London Stock Exchange and on ASX in Australia.

Thor holds 100% of the advanced Molyhil tungsten project in the Northern Territory of Australia, for which an updated feasibility study in August 2018¹ suggested attractive returns.

Adjacent Molyhil, at Bonya, Thor holds a 40% interest in deposits of tungsten, copper, and vanadium, including Inferred Resource estimates for the White Violet and Samarkand tungsten deposits and the Bonya copper deposit².

Thor also holds 100% of the Pilot Mountain tungsten project in Nevada USA which has a JORC 2012 Indicated and Inferred Resources Estimate³ on 2 of the 4 known deposits.  The US Department of the Interior has confirmed that tungsten, the primary resource mineral at Pilot Mountain, has been included in the final list of Critical Minerals 2018.

Thor holds a 25% interest Australian copper development company EnviroCopper Limited (with rights to increase its interest to 30%).  EnviroCopper Limited 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 in South Australia considered recoverable by way of in situ recovery; and

·    rights to earn up to 75% of the Moonta copper project, also in South Australia comprising the northern portion of exploration licence EL5984 and includes a resource estimate for several deposits considered recoverable by way of in situ recovery.

 

Notes

¹ Refer ASX and AIM announcement of 23 August 2018

² Refer ASX and AIM announcements of 26 November 2018 and 29 January 2020

³ Refer AIM announcement of 13 December 2018 and ASX announcement of 14 December 2018

 Refer AIM announcement of 10 February 2018 and ASX announcement of 12 February 2018

Refer ASX and AIM announcement of 15 August 2019

 

 

 

2020 ANNUAL REPORT

 

REVIEW OF OPERATIONS AND STRATEGIC REPORT

 

Copper Investment

Thor holds a 25% interest after converting a convertible note subsequent to the year end, with rights to increase that interest to 30% of 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 in South Australia recoverable by way of in situ recovery (ISR). Thor also holds rights to earn a 75% interest in portion of the Moonta Copper project also in South Australia, and is considered amenable to recovery by way of ISR.  

 

EnviroCopper Limited was awarded a grant in 2018 of A$2.85million from the Australian government earmarked for costs in respect of demonstration of an Insitu Recovery (ISR) process at Kapunda.  This grant has covered a very substantial portion of feasibility study funding requirements for the project, and is expected to continue to cover a substantial portion of the funding requirement through much of 2021.

 

 

Kapunda Copper

 

During the year EnviroCopper Limited successfully conducted field pump tests demonstrating; flow of fluid through the deposit, and suitable aquifer properties for ISR production.  In addition, a program of lixiviant testing, designed for selection of appropriate product to dissolve contained metal in the Kapunda deposit demonstrated good recoveries of copper. A further set of testwork also successfully demonstrated potential to produce copper via a variety of steps, and with a variety of final products, all of which have commercial markets.

 

Gold at Kapunda

 

While gold does not feature in the mineral resource estimate for Kapunda, drill samples from a total of 14 of the historical drill holes have gold assays, with a historical intersection of 95.1 metres @ 3.06g/t gold (refer AIM and ASX announcements of 3 April 2019).  Lixiviants used to dissolve the copper for subsequent extraction, have also successfully dissolved gold contained in material hosted in the Kapunda deposit.  EnviroCopper have scheduled a drilling program to further test the gold resource potential during the second half of calendar 2020.

 

During the next stage of work on this project, EnviroCopper Limited will conduct Site Environmental Recovery Trials to further evaluate technical and commercial parameters for copper and gold recovery, and will also drill sections of the deposit to follow up the gold potential.

 

Moonta Copper

 

The Moonta project comprises steeply dipping zones of copper oxide mineralisation hosted within a deep weathering trough interpreted to extend over 11 kilometres strike length, and potentially beyond. The prospect is entirely under sedimentary cover with variable amounts of geological data from drilling, in addition to data from geophysical surveys. Copper mineralisation within the trough is in the order of 50 to 75 metres wide with drill intersections in excess of 350 metres deep. In areas where there is enough drill information, grades appear to be in the order of 0.17% - 0.26% copper.

 

Molyhil Tungsten Project - Northern Territory                                                  

The 100% owned Molyhil tungsten project is located 220 kilometres 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, it is recognised as one of the higher grade open pittable tungsten projects, with low capital and operating costs per unit of tungsten production.  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.

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 October 2019, a drilling program was conducted by the joint venture parties at Bonya, comprising eleven holes at the White Violet deposit, and a further eight holes at Samarkand (refer AIM and ASX announcements of 26 November 2019), with best results shown below:

 

Highlights from White Violet include;

·      23m @ 0.58% WO3 from surface, including 6m at 1.7% WO3 from surface; hole 19RC035

·      8m @ 0.74% WO3 from 65m, including 2m at 2.48% WO3 from 69m; hole 19RC037

·      1m @ 0.70% WO3 from 42m; and 1m at 2.32% WO3 from 50m; hole 19RC042

·      3m @ 1.02% WO3 from 22m, including 1m at 2.64% WO3 from 22m; hole 19RC039

 

Highlights from Samarkand include;

·      1m @ 0.79% WO3 from 12m; hole 19RC044

·      7m @ 0.28% WO3 from 43m, and 9m @ 1.1% Cu from 45m, plus 2m @ 2.17% WO3 and 0.78% Cu from 78m; hole 19RC046

·      1m @ 2.07% WO3 from 18m; hole 19RC048

Following receipt of these results, Thor released a maiden resource estimate for each of the White Violet and Samarkand deposits in January 2020.

 

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.

 

Gold & Nickel (Ragged Range - Pilbara WA)

The 100% owned Ragged Range project is located 40 kilometres west of Nullagine in the Pilbara region of Western Australia.  The project was acquired early in 2019, and we have since carried out two sampling programs, the results of which have elevated this project to priority status within the Thor portfolio.

 

Uranium and Vanadium Project -  Colorado & Utah, United States

In June 2020, the Company announced, and subsequently has completed, the acquisition, of American Vanadium Pty Ltd, an Australian private company holding mineral claims in Colorado and Utah, USA. 

Samples collected during the due diligence returned assays showing high grade uranium and vanadium vanadium (refer AIM and ASX announcements of 21 July 2020). 

Highlights from samples identified as potentially vanadium rich:

·    The eight initial assay results averaged 1.0% V2O5 and 0.043% U3O8.

·    Two outcrop samples from the Rim Rock mine were 1.8% and 2.0% V2O5.

Highlights from samples identified as potentially uranium rich:

·    The 13 assay results averaged 0.706% U3O8 and 1.36% V2O5.

·    Four samples assayed 1.0% U3O8 or greater with a best uranium assay of 1.25% U3O8

·    Three samples assayed over 2% V2O5 with a best vanadium assay of 3.47% V2O5

 

Pilot Mountain Tungsten Project -  Nevada, United States

The 100% owned Pilot Mountain Project, acquired late in 2014, is located approximately 200 kilometres south of the city of Reno and 20 kilometres east of the town of Mina located on US Highway 95.

 

Spring Hill Gold Project - Northern Territory

In February 2017, Thor completed the sale of the Spring Hill gold project, retaining a royalty agreement in respect all future gold production from this project.

 

Following the end of the financial year, the Company announced the sale of this royalty entitlement, subject, principally to approval from the Australian Foreign Investment Review Board (FIRB).  At the date of writing, FIRB approval is still progressing.

Royalty sale terms are:

·   Total consideration of A$1.0 million,

·   Initial payment of A$400,000, comprising A$50,000 immediate payment, followed by A$350,000 on completion, including FIRB approval,

·   First production milestone payment of A$300,000 upon cumulative sales reaching 25,000 ounces of gold,

·   Second production milestone payment of A$300,000 upon cumulative sales reaching 50,000 ounces of gold.

 

Competent Person's Report

The information in this report that relates to exploration results, and exploration targets, is based on information compiled by Richard Bradey, who is a Member of The Australasian Institute of Mining and Metallurgy.  Mr Bradey is an employee of Thor Mining PLC.  He has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he 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'.  Richard Bradey consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

 

 

JORC (2012) Compliant Mineral Resources and Reserves

 

Table A: Molyhil Mineral Summary Resource Estimate (Reported 10 October 2019)

 

Classification

'000

Tonnes

WO3

Mo

Cu

Fe

 

Grade %

Tonnes

Grade %

Tonnes

Grade %

Tonnes

Grade %

Indicated

3,780

0.29

11,000

0.14

5,400

0.05

1,800

18.7

Inferred

930

0.25

2,300

0.15

1,400

0.04

300

15.2

Total

4,710

0.28

13,300

0.14

6,800

0.05

2,200

18.0

Notes: 

·      Thor Mining PLC holds 100% equity interest in this resource.

·      Mineral Resource reported at 0.12% WO3 equivalent and above 200mRL only.

·      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: Pilot Mountain Resource Summary 2018 (Reported 13 December 2018)

 

Resource   

WO3

Ag

Cu

Zn

 

 

MT

Grade

%

Contained metal (t)

Grade

g/t

Contained metal (t)

Grade

%

Contained metal (t)

Grade

%

Contained metal (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 WO₃.

·    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.

 

Table C: Kapunda Resource Summary 2018 (Reported 12 February 2018)

 

 

Resource

Copper

Mineralisation

Classification

MT

Grade %

Contained copper (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 have investment rights for up to 30% of EnviroCopper.

•  All figures are rounded to reflect appropriate levels of confidence.  Apparent differences may occur due to rounding.

•  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: Moonta Copper Mineral Resource Estimate (Reported 15 August 2019)

Resource Classification

COG (Cu %)

Deposit

Volume (Mm3)

Tonnes (Mt)

Cu (%)

Cu (metal Kt)

Au (g/t)

Au (kOz)

Inferred

0.05

Wombat

20.91

46.5

0.17

80

 

 

Bruce

5.51

11.8

0.19

22

 

 

Larwood

3.48

7.8

0.15

12

0.04

10

Total

29.9

66.1

0.17

114

 

 

 

Notes:

·    EnviroCopper are earning a 75% interest in this resource, and Thor have investment rights for up to 30% of 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.

 

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.

 

The application of the s172 requirements can be demonstrated in relation to the some of the key decisions made during the year:

·      Progressing its investment in EnviroCopper Limited towards a targeted equity investment of 30% ownership.  EnviroCopper has an interest in two projects in South Australia looking to utilise In-Situ Recovery mining which is an environmentally low impact alternative to recover copper and gold deposits.

·      Expanding the portfolio of projects and commodities through the acquisition of American Vanadium Pty Ltd, with subsidiaries holding tenements in Colorado and Utah, prospective for uranium and vanadium

·      Advancing an early stage exploration opportunity at the Company's Ragged Range tenement, in the Pilbara region of Western Australia, through a successful ground sampling program

·      Extending the known, potentially economic, mineralisation through further drilling success at Bonya, near the Company's development ready Molyhil Tungsten and Molybdenum project.

·      Successful capital raising activities during the year to fund the Company's operations

·      Continued assessment of corporate overheads, expenditure levels and wider market conditions

 

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 2020.

Review of Operations

The net result of operations for the year was a loss of £922,000 (2019 loss: £735,000).

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:

Michael Robert Billing - CPA - B Bus MAICD - Executive Chairman and CEO

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).

Mark Potter - Non-Executive Director (appointed 27 August 2019)

Mr Potter is currently a Director and Chief Investment Officer of Metal Tiger Plc, a London Stock Exchange AIM-quoted investing company primarily focused on undervalued natural resource opportunities.  Mark is also the Non-Executive Chairman of Artemis Resources Limited and founder and a partner of Sita Capital Partners LLP, an investment management and advisory firm specialising in investments in the mining industry.

Mark was formerly a Director and Chief Investment Officer of Anglo Pacific Group, a London listed natural resources royalty company, where he successfully led a turnaround of the business through acquisitions, disposals of non-core assets, and successful equity and debt fundraisings.

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. Mark worked on several landmark deals in the mining sector including the successful distressed investment and turnaround of Western Coal Corp and its Can$3.3bn sale to Walter Energy Inc.  And 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 an MA degree from Trinity College, University of Cambridge.

Mark McGeough - Non-Executive Director (appointed 4 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. Mark is a Fellow of the AusIMM.

Richard Bradey - BSc (App Geol), MSc (Nat Res Man), MAusIMM - Executive Director

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. Mr Bradey is the Company's Exploration Manager.

Richard has provided notice of his resignation effective 29 October 2020.

 

Alastair Middleton - BSc Geol, MSc (MinEx) - Non-Executive Director (Retired 29 November 2019)

David Edward Thomas - BSc(Eng), ARSM, FIMM, FAusIMM (CPMin) - Non-Executive Director (Retired 29 November 2019)

Ray Ridge - BA(Acc), CA, GIA(cert) - Chief Financial Officer/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 raisings, financial services and Market Act work, placings and admissions to AIM and NEX. Mr Ronaldson is currently company secretary for a number of companies including eight AIM listed companies.

Executive Director Service contracts

All Directors are appointed under the terms of a Directors letter of appointment.  Each appointment provides for annual fees of Australian dollars $40,000 for services as Directors inclusive of the 9.50% as a company contribution 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 four 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 is paid A$1,200 per day and Mr David Thomas who is paid A$1,500 per day (to the date of retirement 29 November 2019).

Principal activities and review of the business

The principal activities of the Group are the exploration for and potential development of tungsten, gold, copper and other mineral deposits.

Thor holds 100% of the advanced Molyhil tungsten 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 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.

Thor is acquiring up to a 30% interest 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 in South Australia, recoverable by way of in situ recovery, and also holds rights to earn a 75% interest in the portion of the Moonta Copper project in South Australia, considered amenable to recovery by way of in situ recovery.

At the 100% owned Ragged Range Project in the Pilbara region of Western Australia, Thor has exciting early stage results for which gold and nickel drilling is planned.

Thor holds mineral claims in the US states of Colorado and Utah with historical high-grade uranium and vanadium drilling and production results.

A detailed review of the Group's activities is set out in the Review of Operations & Strategic Report.

Corona Virus (Covid-19) Impact

The impact of COVID19 on Thor's operations has caused 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 ahs 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 £922,000 (2019 loss: £735,000). 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.

Events occurring after the reporting period

Subsequent to 30 June 2020, Thor provided notice to EnviroCopper Limited to convert $600,000 of it's convertible loan to a 25% interest in EnviroCopper Limited and the right to nominate a Board representative.  Accordingly, the loan receivable from ECR will be reclassified in the Group's Statement of Financial Position to an equity accounted investment for future reporting periods.

On 6 July 2020, Thor announced that the Northern Territory Government had awarded Major Project status to the Molyhil tungsten/molybdenum project.

On 8 July 2020, following shareholder approval, the Company completed a capital raise through the issue of the following securities:

·      70,000,000 warrants on the basis of one warrant for every two Ordinary Shares that were issued to placees on 5 June 2020 for $0.005 per Ordinary Share;

·      54,000,000 Ordinary Shares issued at $0.005 per Ordinary Share together with 27,000,000 warrants on the basis of one warrant for every two Ordinary Shares.  (50,000,000 Ordinary Shares were issued to a significant shareholder, Metal Tiger Plc, and 2,000,000 to each of two Directors participating in the placement, Messrs Billing and Bradey).

·      8,000,000 warrants to the broker to the placement.

The Company also issued 1,587,302 Ordinary Shares on 8 July to two Directors, Messrs Billing and Potter, in lieu of cash payment for 50% of directors' fees owing for the period 1 January 2020 to 30 June 2020.

On 15 July 2020, Thor announced the sale of its Spring Hill gold project royalty entitlement to AIM quoted Trident Royalties Plc, subject to Australian government Foreign Investment Review Board (FIRB) approval, for total consideration of A$1.0 million.  $50,000 cash has been received, a further $350,000 cash is due following FIRB approval, and the remaining $600,000 is linked to two production milestonesThese two milestone payments, at the election or Trident, may be made via the issue to Thor of ordinary shares in Trident.

A new Director, Mark McGeough, was appointed on 4 August 2020, and Mr Bradey has advised of his resignation as a Director and Exploration Manager effective 29 October 2020.

 

On 2 September 2020, Thor announced assays from the latest stream sediment sampling program substantially exceeded management expectations at the 100% owned Pilbara Goldfield tenements, to be called Ragged Range (E46/1262 and E46/1190), in Western Australia. The stream sediment Bulk Leach Extractable Gold (BLEG) samples were part of the second phase geochemistry program, now complete, following up on results from October 2019.  Highlights were:

·      Assay results from 2020 detail sampling, support and extend from two 2019 test sites defining a 3 x 1-kilometre zone of highly anomalous gold.

·      Sampling results have now defined an overall broader target zone of 13 x 1 km of highly anomalous gold, demonstrating the potential to host a significant gold bearing system.

·      Samples defining the 13km gold target zone are from separate drainage catchments supporting the potential of gold mineralisation along the entire strike length.

·      Next steps to commence immediately include; further mapping, stream sediment and soil sampling, and a detailed aeromagnetic survey.

Thor completed its acquisition of American Vanadium Pty Ltd (AVU).  Through two US subsidiaries, AVU holds a 100% interest in a Uranium and Vanadium projects in Colorado and Utah. Field sampling undertaken by Thor during the due diligence period showed assay results of high grade uranium (up to 1.25% U3O8) and vanadium (up to 3.47% V2O5). Consideration for the acquisition comprises 24,000,000 Ordinary Shares in Thor issued 15 September 2020, and further Ordinary Shares to be issued subject to achievement of agreed milestones (refer AIM announcement of 9 September and ASX announcement of 10 September).

On 15 September 2020, the Company announced a capital raise of UK£1,065,500 (approximately A$1,875,000) in two tranches:

·      The first tranche was completed on 28 September 2020 with the issue of 123,750,000 Ordinary Shares at a price of 0.6 pence per Ordinary Share, for £742,500, together with 61,875,000 warrants on the basis of one warrant for every two Ordinary Shares subscribed;

·      The second tranche of 53,833,333 shares and 26,926,667 warrants, on the same terms as the first tranche, is expected to be issued on or around 27 October 2020 subject to shareholder approval.  The second tranche includes participation by Metal Tiger Plc, a substantial shareholder (25,000,000 Ordinary Shares and 12,500,000 warrants) and two Directors (Mr Billing 2,500,000 Ordinary Shares and 1,250,000 warrants, and Mr McGeough 833,000 Ordinary Shares and 416,667 warrants).

On 23 September 2020, the Company issued 9,450,000 Ordinary Shares as a result of warrants exercised at a price of 0.2 pence per Ordinary Share.

Also on the 23 September 2020, the Group received A$173,717 from the Australian Government for its research and development tax incentive claim related to eligible expenditure incurred in the year ended 30 June 2020.

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 25 September 2020, 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

%

Metal Tiger Plc

15/09/2020

146,550,000

11.2

Mr Paul Johnson

15/09/2020

57,415,140

4.4

Mr Michael Billing

15/09/2020

48,994,725

3.8

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 above, 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 Director, Mr Billing's number of shares held is maintained up to date for any change, and therefore the number of shares held and the corresponding percentage of issued capital and voting rights, is accurate for Mr Billing as at 25 September 2020.

In addition to the above holdings, all three of the above three substantial shareholders are to participate in a capital raise announced 15 September 2020. Mr Johnson participated in tranche 1 completed on 28 September being issued with 4,166,667 Ordinary Shares and 2,083,333 warrants.  Metal Tiger Plc and Mr Billing are to participate in a second tranche, subject to shareholder approval at a General Meeting expected to be held on or around 20 October 2020.  Metal Tiger Plc have subscribed for 25,000,000 Ordinary Shares and 12,500,000 warrants and Mr Billing has subscribed for 2,500,000 Ordinary Shares and 1,250,000 warrants.  Refer ASX and AIM announcements of 15 September 2020.

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 2020 or their date of resignation if prior to 30 June 2020, were follows:

 

Ordinary Shares/CDIs

Unlisted Options

 

 

30 June 2020

30 June 2019

30 June 2020

30 June 2019

Michael Billing

45,407,423

32,407,423

4,500,000

14,500,000

Richard Bradey

31,792

31,792

8,000,000

9,500,000

Mark Potter

-

-

-

-

David Thomas

9,410,970

9,410,970

5,500,000

9,500,000

Alastair Middleton

250,000

250,000

5,500,000

5,500,000

 

 

 

 

 

           

 

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$40,000 per annum, and UK based directors are paid the GBP equivalent of A$40,000 at an agreed average foreign exchange rate, with the exception of Mr Bradey.  Mr Bradey receives a salary as Exploration Manager, no further fees are payable to Mr Bradey as an Executive Director.

 

Directors and Officers

Summary of amounts paid to Key Management Personnel

The following table discloses the compensation of the Directors and the key management personnel of the Group during the year.

2020

Salary and Fees

Post Employment Superannuation

Total Fees for Services rendered

Short-term employee benefits Salary & Fees

Options Granted during the year

Options (based upon Black-Scholes formula)

Total Benefit

 

 

£'000

£'000

£'000

£'000

No. millions

£'000

£'000

 

Directors 1

 

 

 

 

 

 

 

 

Michael Billing

129

2

131

131

-

-

131

 

Mark Potter4

21

-

21

21

-

-

21

 

Richard Bradey3

102

10

112

112

-

-

112

 

David Thomas2

14

1

15

15

-

-

15

 

Alastair Middleton2

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 £101,692, £5,329 and £13,406, 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.

2019

Salary and Fees

Post Employment Superannuation

Total Fees for Services rendered

Short-term employee benefits Salary & Fees

Options Granted during the year

Options (based upon Black-Scholes formula)

Total Benefit

 

 

£'000

£'000

£'000

£'000

No. millions

£'000

£'000

 

Directors 1

 

 

 

 

 

 

 

 

Michael Billing2

146

2

148

148

-

-

148

 

David Thomas

43

2

45

45

-

-

45

 

Alastair Middleton

45

-

45

45

-

-

45

 

Richard Bradey3

120

11

131

131

-

-

131

 

Paul Johnson4

-

-

-

-

-

-

-

 

Key Personnel:

 

 

 

 

 

 

 

 

Ray Ridge1

46

-

46

46

-

-

46

 

2019 Total

400

15

415

415

-

-

415

                   

1 As at 30 June 2019 amounts of £73,365, £8,502, £9,372, and £4,211, remained unpaid to Messrs Billing, Thomas, Middleton and Ridge respectively.

2 In lieu of a cash payment for consulting fees, Mr Billing elected to utilise £36,000 owing for consulting fees as payment for the exercise of 3,000,000 options at an exercise price of £0.012 on 2 November 2018.

3 Mr Bradey receives a salary as an executive of the Company, and does not receive any additional fees as a Director.

4 Resigned 13 July 2018.

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:

2020

Meetings held whilst in Office

Meetings attended

Michael Billing

12

12

Richard Bradey

12

12

Mark Potter (appointed 27 August 2019)

10

10

David Thomas (retired 27 November 2019)

4

4

Alastair Middleton (retired 27 November 2019)

4

4

Corporate Governance

The Board have chosen to apply the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd 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 Executive Chairman and other Executive Directors 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

On 23 September 2020, Thor announced that it had changed its auditor, following the receipt of a resignation letter from the Company's incumbent auditor, Chapman Davis LLP.  Thor appointed PKF Littlejohn LLP to complete the audit for the year ended 30 June 2020.  The appointment of an auditor for the year ended 30 June 2021 will be considered at the Company's next Annual General Meeting expected to be held late November 2020.

The resignation letter received from Chapman Davis LLP noted "no circumstances connected with our resignation which we consider should be brought to the notice of the members or creditors of the Company" under section 519 of the Companies Act 2006.

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 2020.  The Directors have prepared cash flow forecasts for the period ending 30 September 2021 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 the law the directors have prepared financial statements in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union. 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 income statement of the company 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 they have been prepared in accordance with IFRSs as adopted by the European Union, 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 2020.

 

 

                                     

 

Michael Billing                                 Ray Ridge

Executive Chairman                           Chief Financial Officer

 

 

Independent auditor's report to the members of THOR MINING PLC

 

Opinion

We have audited the financial statements of Thor Mining Plc  (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2020 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 a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

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 2020 and of the group's loss for the year then ended;

·      have been properly prepared in accordance with IFRSs as adopted by the European Union; 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 £921,000 and had operating cash outflows of £851,000 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 £233,000 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..

The financial statements have been prepared on the going concern basis. The ability of the group, as showcased above, 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 other matters elsewhere indicate that a material uncertainty exists that may cast significant doubt on the ability of the group and parent company to continue as a going concern.

Our opinion is not modified in this respect.

Our application of materiality

The scope of our audit was influenced by 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 financial statements as a whole was set as follows:

 

 

2019

Basis for materiality

Group

£130,000

1% of gross assets

Parent Company

£129,900

1% of gross assets

 

In our professional judgement, we consider gross assets to be to be one of the principal benchmarks within the financial statements relevant to members of the group in assessing financial position and performance.

Whilst materiality for the group financial statements as a whole was £130,000 each significant component of the group was audited to a level of materiality ranging between £30,200 - £129,900.

We agreed with the audit committee that we would report all individual audit differences identified during the course of our audit in excess of £6,500, in addition to other audit misstatements below that threshold that we believe warrant reporting on qualitative grounds.

An overview of the scope of our 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.

Each component was assessed as to whether they were significant or not significant to the group by either their size or risk. The parent Company and three components were considered to be significant due to identified risk and size. These components have been subject to full scope audit by a component auditor and reviewed by us. A limited scope review was performed on a component assessed as material and the remaining components were subject to analytical review only because they were not material to the group.

Of the 10 reporting components of the group, 4 are located in The United States of America and 5 components are located in Australia, all of which are audited 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.

Carrying value of intangible assets (refer Note 7)

How the scope of our audit responded to the key audit matter

The group holds exploration and evaluation assets with a carrying value of £12,252,000 which relate to the Molyhill Mine and Bonya tenements in Australia and Pilot Mt. project in The United States of America. Intangible assets represent c. 98% of the group's total assets.

 

The carrying value and recoverability of these assets are tested annually for impairment. The estimated recoverable amount of this balance is subjective due to the inherent uncertainty involved in the assessment of exploration projects.

 

 

 

 

We have obtained and reviewed the Directors impairment review of intangible assets which considered the areas listed as indicators of impairment under IFRS 6. Our work included the following:

 

§ Obtaining the impairment assessment prepared by management and reviewing for reasonableness;

§ Obtaining the current exploration licences and ensuring that they remain valid;

§ Making enquiries of management over the future plans for each license including obtaining cashflow projections where necessary and corroborating to minimum spend requirements attached to licences;

§ 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 to ensure they are in line with the relevant accounting standard.

 

Net investments in subsidiaries, including in intercompany receivables (refer note 8)

How the scope of our audit responded to the key audit matter

The parent company's net investment in subsidiaries is £12,540,000.

 

The carrying value of the net investment in subsidiaries is ultimately dependent on the value of the underlying assets. Many of the underlying assets are exploration projects which are at an early stage of exploration, making it difficult to determine their value. Valuations for these sites are therefore based on judgments and estimates made by the Directors - which leads to a risk of misstatement.

We have obtained and reviewed the Directors impairment review of the carrying value of the parent company's net investment in the subsidiaries. Our work included:

·      Reviewing the impairment indicators listed in IFRS 6 including specific consideration regarding the renewal of the exploration licenses;

·      Obtaining and reviewing available key external reports;

·      Reviewing the audit working papers of certain components to assess impairment considerations of exploration assets made by their auditors; and

·      Discussing with management the basis for impairment or non-impairment of investment in subsidiaries and loans receivable from subsidiaries.

 

 

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 period 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's 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.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.  Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Zahir Khaki (Senior Statutory Auditor)                                                                                                                     15 Westferry Circus

For and on behalf of PKF Littlejohn LLP                                                                                                                           Canary Wharf     

Statutory Auditor                                                                                                                                                              London E14 4HD

 

 

 

 

Statements of Comprehensive Income for the year ended 30 June 2020

 

 

Consolidated

Company

 

Note

£'000

£'000

£'000

£'000

 

 

2020

2019

2020

2019

 

 

 

 

 

 

Administrative expenses

 

(123)

(91)

(173)

(139)

Corporate expenses

 

(663)

(601)

(339)

(271)

Share based payments expense

 

(48)

(22)

(12)

(22)

Realised gain on financial assets

 

6

(1)

        5

        -

Exploration expenses

 

(25)

(21)

-

-

Net impairment of subsidiary loans

 

-

-

(176)

(403)

Net impairment of investments

 

-

-

(49)

-

Write off/Impairment of exploration assets

7

(59)

(28)

-

-

Operating Loss

3

(912)

(764)

(744)

(835)

Interest Received

 

2

12

-

-

Interest paid

 

(4)

-

-

-

Loss on Revaluation of Investments

8b

(17)

-

-

-

Loss on Sale of Investments

8b

(29)

-

(8)

-

Sundry Income

 

38

17

-

-

Loss before Taxation

 

(922)

(735)

(752)

(835)

Taxation

5

-

-

-

-

Loss for the year attributable to the equity holders

 

(922)

(735)

(752)

(835)

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

Items that may be subsequently reclassified to profit or loss:

 

 

 

 

 

Exchange differences on translating foreign operations

 

160

(100)

-

-

Other comprehensive income for the period, net of income tax

 

160

(100)

-

-

Loss for the year and total comprehensive loss attributable to the equity holders

 

(762)

(835)

(752)

(835)

 

 

 

 

 

 

Basic & diluted attributable to the equity holders

6

(0.09)p

(0.10)p

 

 

 

The accompanying notes form an integral part of these financial statements.

Statements of Financial Position at 30 June 2020                                                 Co No: 05276414

 

 

Consolidated

Company

 

Note

£'000

£'000

£'000

£'000

 

 

2020

2019

2020

2019

ASSETS

 

 

 

 

 

Non-current assets

 

 

 

 

 

Intangible assets - deferred exploration costs

7

12, 252

11,688

-

-

Investment in subsidiaries

8a

-

-

1,157

1,206

Financial assets at fair value through profit or loss

8b

-

103

-

103

Loans to subsidiaries

8c

-

-

11,383

11,252

Financial assets at fair value through profit or loss

8d

391

332

-

-

Deposits to support performance bonds

9

42

42

-

-

Right of use asset

10

41

-

-

-

Plant and equipment

11

7

14

-

-

Total non-current assets

 

12,733

12,179

12,540

12,561

Current assets

 

 

 

 

 

Cash and cash equivalents

 

233

523

229

56

Trade receivables & other assets

12

43

64

29

14

Total current assets

 

276

587

258

70

Total assets

 

13,009

12,766

12,798

12,631

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

13

(307)

(245)

(39)

(12)

Employee annual leave provision

 

(54)

(45)

           -

           -

Lease Liability

14

(31)

-

-

-

Total current liabilities

 

(392)

(290)

(39)

(12)

 

 

 

 

 

 

Non Current Liabilities

 

 

 

 

 

Lease Liability

14

(11)

-

-

-

Total non-current liabilities

 

(11)

-

           -

           -

 

 

 

 

 

 

Total liabilities

 

(403)

(290)

(39)

(12)

 

 

 

 

 

 

Net assets

 

12,606

12,476

12,759

12,619

 

 

 

 

 

 

Equity

 

 

 

 

 

Issued share capital

15

3,733

3,692

3,733

3,692

Share premium

 

22,288

21,449

22,288

21,449

Foreign exchange reserve

 

2,244

2,084

-

-

Merger reserve

 

405

405

405

405

Share based payments reserve

16

275

359

275

359

Retained losses

 

(16,339)

(15,513)

(13,942)

(13,286)

 

 

 

 

 

 

Total shareholders equity

 

12,606

12,476

12,759

12,619

 

The accompanying notes form part of these financial statements.  These Financial Statements were approved by the Board of Directors on 30 September 2020 and were signed on its behalf by:

                                               

       

Michael Billing                                                    Ray Ridge

Executive Chairman                                             Chief Financial Officer                        

 

Statements of Cash Flows for the year ended 30 June 2020

 

Consolidated

Company

                                                                                                         Note

£'000

£'000

£'000

£'000

 

2020

2019

2020

2019

Cash flows from operating activities

 

 

 

 

Operating Loss

(912)

(764)

(744)

(835)

Sundry income

38

17

-

-

Decrease/(increase) in trade and other receivables

19

(8)

(15)

10

(Decrease)/increase in trade and other payables

44

(12)

27

(13)

Increase in provisions

9

(4)

-

-

Depreciation

37

8

-

-

Exploration expenditure written off

59

28

-

-

Impairment subsidiary loans

-

-

176

403

Impairment investments in subsidiaries

-

-

49

-

Share based payment expense

48

22

12

22

Exclusivity fee paid in shares

27

-

27

-

Net cash outflow from operating activities

(631)

(713)

(468)

(413)

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Interest received

2

17

-

-

Interest paid

(4)

-

-

-

Expenditure on refundable performance bonds

-

(22)

-

-

Cash acquired in purchase of subsidiaries

-

41

-

-

R&D Grants for exploration expenditure

124

-

-

-

Payments for exploration expenditure

(570)

(876)

-

-

Loan advanced (convertible note)

(56)

(221)

-

-

Loans to controlled entities

-

-

(174)

(943)

Proceeds from sale of investments

56

-

-

-

Net cash in/(out)flow from investing activities

(448)

(1,061)

(174)

(943)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Finance lease repaid

(30)

(10)

-

-

Net issue of ordinary share capital

815

949

815

949

Net cash inflow from financing activities

785

939

815

949

 

 

 

 

 

Net increase in cash and cash equivalents

(294)

(835)

173

(407)

Non cash exchange changes

4

(16)

-

-

Cash and cash equivalents at beginning of period

523

1,374

56

463

Cash and cash equivalents at end of period

233

523

229

56

 

 

 

 

 

 

 

Statements of Changes in Equity For the year ended 30 June 2020

Consolidated

Issued share capital

Share premium

Retained losses

 Foreign Currency Translation Reserve

 Merger Reserve 

 Share Based Payment Reserve

 Total

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Balance at 1 July 2018

3,675

19,693

(14,784)

2,184

405

297

11,470

Loss for the period

-

-

(735)

-

-

-

(735)

Foreign currency translation reserve

-

-

-

(100)

-

-

(100)

Total comprehensive  (loss) for the period

-

-

(735)

(100)

-

-

(835)

Transactions with owners in their capacity as owners

 

 

 

 

Shares issued

17

1,782

-

-

-

-

1,799

Cost of shares issued

-

(26)

-

-

-

-

(26)

Options exercised/lapsed

 -

-

6

 -

 -

(6)

-

Options issued

 

-

-

-

-

68

68

At 30 June 2019

3,692

21,449

(15,513)

2,084

405

359

12,476

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

Company

 

 

 

 

 

 

 

Balance at 1 July 2018

3,675

19,693

(12,457)

-

405

297

11,613

Loss for the period

-

-

(835)

-

-

-

(835)

Total comprehensive (loss) for the period

-

-

(835)

-

-

-

(835)

 

 

 

 

Shares issued

17

1,782

-

-

-

-

1,799

Cost of shares issued

-

(26)

-

-

-

-

(26)

Options exercised/lapsed

-

-

6

-

-

(6)

-

Options issued

 -

-

-

 -

 -

68

68

At 30 June 2019

3,692

21,449

(13,286)

-

405

359

12,619

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

                     

 

Notes to the Accounts for the year ended 30 June 2020

1       Principal accounting policies

a)      Authorisation of financial statements

The Group financial statements of Thor Mining PLC for the year ended 30 June 2020 were authorised for issue by the Board on 30 September 2020 and the Balance Sheets signed on the Board's behalf by Michael Billing and Ray Ridge.  The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange and on the Australian Securities Exchange.

b)      Statement of compliance with IFRS

The Group and Parent Company financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The principal accounting policies adopted by the Group and Company are set out below.

c)      Basis of preparation and Going Concern

The consolidated financial statements have been prepared on the historical cost basis, except for the measurement of assets and financial instruments to fair value as described in the accounting policies below, and on a going concern basis.

The financial report is presented in Sterling and all values are rounded to the nearest thousand pounds ("£'000") unless otherwise stated.

The consolidated entity incurred a net loss before tax of £922,000 during the period ended 30 June 2020, and had a net cash outflow of £1,079,000 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 2021, 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 2020 was A$221,296 (£123,616) (2019: nil).

 

 

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 ("£"). 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(d)) 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)      Leased assets (comparative period ended 30 June 2019 only)

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

(i)   Finance Leases

Assets funded through finance leases are capitalised as fixed assets and depreciated in accordance with the policy for the class of asset concerned.

Finance lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.  Finance charges are recognised as an expense in the Income Statement.

(ii) Operating Leases            

All operating lease payments are charged to the Income Statement on a straight line basis over the life of the lease.

From the 1 July 2019, the Group applied the new accounting standard IFRS 16: Leases.

w)     Adoption of new and revised Accounting Standards

In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by Accounting Standards and Interpretations Board that are relevant to its operations and effective for the current annual reporting period.  The Group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 July 2019:

·      IFRS 16: Leases

The impact of the adoption of this Standard and the respective accounting policies is disclosed further below.

This note describes the nature and effect of the adoption of IFRS 16: Leases on the Group's financial statements and discloses the new accounting policies that have been applied from 1 July 2019, where they are different to those applied in prior periods.

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 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.

Initial Application of IFRS 16 Leases

The Group has adopted IFRS 16: Leases retrospectively with the cumulative effect of initially applying IFRS 16 recognised at 1 July 2019. In accordance with IFRS 16, the comparatives for the 2019 reporting period have not been restated.

The Group has recognised a lease liability and right-of-use asset for all leases (with the exception of short-term and low-value leases), where the Group is the lessee.

Lease liabilities are measured at the present value of the remaining lease payments. The Group's incremental borrowing rate as at 1 July 2019 was used to discount the lease payments.

The right-of-use assets for the leases have been measured and recognised in the statement of financial position as at 1 July 2019 at the same amount as the lease liability.

The following practical expedients have been used by the Company in applying IFRS 16 for the first time:

·      leases that have remaining lease term of less than 12 months as at 1 July 2019 have been accounted for as short-term leases.

·      the use of hindsight to determine lease terms on contracts that have options to extend or terminate.

The Company's weighted average incremental borrowing rate on 1 July 2019 applied to the lease liabilities was 4.58%.

 

x)      New standards, amendments and interpretations not yet adopted

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

 

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)

·      Valuation of investments in subsidiaries (Note 8)

·      Recoverability of inter-company loans (Note 12)

·      Share based payment transactions (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.

 

£'000

£'000

£'000

£'000

Year ended 30 June 2020

Head office/ 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

13,0009

 

 

 

 

 

Segment liabilities

-

(364)

-

(364)

Corporate liabilities

(39)

-

-

(39)

Total Liabilities

(39)

(364)

-

(403)

 

 

 

 

 

Net Assets

219

9,717

2,670

12,606

 

 

2.      Revenue and segmental analysis - Group (continued)

 

£'000

£'000

£'000

£'000

Year ended 30 June 2019

Head office/ Unallocated

Australia

United States

Consolidated

Revenue

 

 

 

 

Sundry Income

29

-

-

29

Total Segment Expenditure

(294)

(452)

(18)

(764)

 

 

 

 

 

(Loss) from Ordinary Activities before Income Tax

(265)

(452)

(18)

(735)

Income Tax (Expense)

-

-

-

-

Retained (loss)

(265)

(452)

(18)

(735)

 

 

 

 

 

Assets and Liabilities

 

 

 

 

Segment assets

-

9,625

2,501

12,126

Corporate assets

640

-

-

640

Total Assets

640

9,625

2,501

12,766

 

 

 

 

 

Segment liabilities

-

(278)

-

(278)

Corporate liabilities

(12)

-

-

(12)

Total Liabilities

(12)

(278)

-

(290)

 

 

 

 

 

Net Assets

628

9,347

2,501

12,476

 

3.      Expenses by nature

 

2020

2019

 

£'000

£'000

Items of expenditure not otherwise disclosed on the Statement of Comprehensive Income:

 

 

Depreciation

37

8

Auditors' remuneration - audit services

27

25

Auditors' remuneration - non audit services

-

-

Directors emoluments - fees and salaries

290

369

Other employee and contractor costs

91

79

Director and employees costed to exploration

(143)

(227)

American Vanadium due diligence & exclusivity fee

77

-

Listing costs (ASX, AIM, registry, investor relations)

248

251

Legal costs

49

31

Auditors' remuneration for audit services above includes £18,000 (2019: £17,000) to Chapman Davis LLP for the audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was £8,822 (2019: £7,251).

 

 

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 Mr Bradey, provides for annual fees of Australian dollars $40,000 for services as Directors.  In the case of Australian base Directors this annual fee is inclusive of 9.5% as a company contribution to Australian statutory superannuation schemes. The agreement allows for any services supplied by any Directors, other than Mr Bradey, to the Company and any of its subsidiaries in excess of four 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 at a rate of A$1,200 per day and Mr David Thomas (retired 29 November 2019) at a rate of A$1,500 per day. From December 2019 the Board agreed to alter the threshold for additional invoicing for services provided by Directors to services provided in excess of four days in any calendar month.

Mr Bradey receives an annual full time equivalent salary of $217,000 plus $21,000 in statutory superannuation benefits in his role as Exploration Manager.  Mr Bradey does not receive additional remuneration as a Director.

(a) Details of Key Management Personnel (KMP) during the year ended 30 June 2020

(i)     Chairman and Chief Executive Officer

 

Michael Billing

Executive Chairman and Chief Executive Officer

(ii)    Directors

 

Richard Bradey

Executive Director

Mark Potter

Non-executive Director (appointed 27 August 2019)

David Thomas

Non-executive Director (Retired 29 November 2019)

Alastair Middleton

Non-executive Director (Retired 29 November 2019)

(iii)   Executives

 

Ray Ridge

CFO/Company Secretary (Australia)

Stephen Ronaldson

Company Secretary (UK)

     

(b) Compensation of Key Management Personnel

Compensation Policy

The compensation policy is to provide a fixed remuneration component and a specific equity related component.  There is no separation of remuneration between short term incentives and long term incentives.  The Board believes that this compensation policy is appropriate given the stage of development of the Company and the activities which it undertakes and is appropriate in aligning director and executive objectives with shareholder and businesses objectives.

The compensation policy, setting the terms and conditions for the executive Directors and other executives, has been developed by the Board after seeking professional advice and taking into account market conditions and comparable salary levels for companies of a similar size and operating in similar sectors. Executive Directors and executives receive either a salary or provide their services via a consultancy arrangement.  Directors and executives do not receive any retirement benefits other than compulsory Superannuation contributions where the individuals are directly employed by the Company or its subsidiaries in Australia.  All compensation paid to Directors and executives is valued at cost to the Company and expensed.

The Board policy is to compensate non-executive Directors at market rates for comparable companies for time, commitment and responsibilities.  The Board determines payments to the non-executive Directors and reviews their compensation annually, based on market practice, duties and accountability.  Independent external advice is sought when required.  The maximum aggregate amount of fees that can be paid to Directors is subject to approval by shareholders at a General Meeting.  Fees for non-executive Directors are not linked to the performance of the economic entity. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company and may receive options.

 

 

 

Paid/Payable in cash

Shares

Total Salary

& Fees

Options

Total

30 June 2020

£'000

£'000

£'000

£'000

£'000

Directors: 1

 

 

 

 

 

Michael Billing5

131

-

131

-

131

Mark Potter4,5

21

-

21

-

21

Richard Bradey3

112

-

112

-

112

David Thomas2

15

-

15

-

15

Alastair Middleton2

11

-

11

-

8

Key Personnel: 1

 

 

 

 

 

Ray Ridge1

40

-

40

-

40

 

 

 

 

 

 

1 As at 30 June 2020 amounts of £101,692, £5,329, and £13,406, 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.

 

 

Paid/Payable in cash

Shares2

Total Salary

& Fees

Options

Total

30 June 2019

£'000

£'000

£'000

£'000

£'000

Directors: 1

 

 

 

 

 

Michael Billing2

148

-

148

-

148

Richard Bradey

131

-

131

-

131

David Thomas

45

-

45

-

45

Alastair Middleton

45

-

45

-

45

Paul Johnson3

-

-

-

-

-

Key Personnel:

 

 

 

 

 

Ray Ridge1

-

-

46

-

46

 

 

 

 

 

 

1 As at 30 June 2019 amounts of £73,365, £8,502, £9,372, and £4,211, remained unpaid to Messrs Billing, Thomas, Middleton and Ridge respectively.

2 In lieu of a cash payment for consulting fees, Mr Billing elected to utilise £36,000 owing for consulting fees as payment for the exercise of 3,000,000 options at an exercise price of £0.012 on 2 November 2018.

3 Resigned 13 July 2018.

 

 

(c) Compensation by category

 

                  Group

 

 

2020

2019

 

 

 

 

£'000

£'000

 

 

Key Management Personnel

 

 

 

 

 

Short-term

 

317

400

 

 

Share Option charges

 

-

-

 

 

Post-employment

 

13

15

 

 

 

 

330

415

 

 

               

(d)  Options and rights over equity instruments granted as remuneration

No options were granted over ordinary shares to Directors, as remuneration, during the year ended 30 June 2020.

(e)  Options holdings of Key Management Personnel 

The movement during the reporting period in the number of options over ordinary shares in Thor Mining PLC held, directly, indirectly or beneficially, by key management personnel, including their personally related entities, is as follows:

 

Key Management Personnel

Held at 30/6/19 or appointment date

Options Lapsed

(Note A)

Options Lapsed

(Note B)

Options Lapsed

(Note C)

Held at 30/6/20

Vested and exercisable 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 Thomas1

    9,500,000

(4,000,000)

-

    -

    5,500,000

    5,500,000

Alastair Middleton1

5,500,000

-

 -  

-

5,500,000

   5,500,000

1 Balances held at the date of retirement (29 November 2019).

Notes:

A.   Options lapsed on 26 July 2019.  Exercise price was £0.0125 per share.

B.   Options lapsed 31 March 2020. Exercise price was £0.018 per share.

C.   Options lapsed 27 June 2020. Exercise price was £0.018 per share.

 

Key Management Personnel

Held at 30/6/18 or appointment date

Options Lapsed

(Note A)

Options Exercised

(Note B)

Held at 30/6/19

Vested and exercisable at 30/6/19

Michael Billing

  26,265,040

(8,765,040)

 (3,000,000)

  14,500,000

  14,500,000

Richard Bradey

9,500,000   

  -

             -  

9,500,000   

    4,500,000

David Thomas

    11,806,800

(2,306,800)

   -

    9,500,000

    9,500,000

Alastair Middleton

 5,500,000  

           -  

             -  

5,500,000  

       5,500,000  

Paul Johnson1

  26,825,000

-

-

26,825,000  

26,825,000 

1 Balance held at the date of resignation (13 July 2018).

Notes:

A.   Options lapsed on 14 April 2019.  Exercise price was £0.0125 per share.

B.   In lieu of a cash payment for consulting fees, Mr Billing elected to utilise £36,000 owing for consulting fees as payment for the exercise of 3,000,000 options at an exercise price of £0.012 on 2 November 2018.

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

2020

2019

 

 

 

£'000

£'000

Michael Billing

Consulting Fees

(i)

111

126

Mark Potter

Directors Fees

(ii)

17

-

Mark Potter

Consulting Fees

(ii)

4

-

David Thomas

Consulting Fees

(iii)

6

23

 

 

 

 

 

(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 are provided as Executive Chairman.

(ii)      Mark Potter is engaged as a Director, and provides consulting fees, through Kiran Capital a company of which Mr Mark Potter is a shareholder and Director.

(iii)     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

 

2020

2019

 

£'000

£'000

Analysis of charge in year

-

-

Tax on profit on ordinary activities

-

-

Factors affecting tax charge for year

The differences between the tax assessed for the year and the standard rate of corporation tax are explained as follows:

 

2020

2019

 

£'000

£'000

Loss on ordinary activities before tax

(922)

(735)

Effective rate of corporation tax in the UK

24.4%

23.8%

 

 

 

Loss on ordinary activities multiplied by the standard rate of corporation tax

(225)

(175)

Effects of:

 

 

Future tax benefit not brought to account

225

175

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

 

2020

2019

Loss for the year (£ 000's)

(922)

(735)

 

 

 

Weighted average number of Ordinary shares in issue

990,413,655

714,111,518

Loss per share (pence) - basic

(0.09)p

(0.10)p

 

The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue.

As the inclusions of the potential Ordinary Shares would result in a decrease in the loss per share they are considered to be anti-dilutive and as such not included.

7.      Intangible fixed assets - Group

Deferred exploration costs

 

£'000

£'000

 

2020

2019

Cost

 

 

At 1 July

11,688

10,133

Exploration expenditure

469

879

Acquisitions1

-

776

Disposals

-

-

Exchange gain/(loss)

154

(72)

Exploration written off2

(59)

(28)

At 30 June

12,252

11,688

 

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

12,252

11,688

       

In the year ended 30 June 2020 the Directors undertook an impairment review of the deferred exploration costs, resulting in an impairment expense of Nil (2019: Nil).

1 During the year ended 30 June 2019, interests in exploration leases were acquired for a total cost of £776,000 comprising:

-    £301,000 for the acquisition of the Bonya tenements, being a 40% interest in EL29701 and 100% of EL29599.  Consideration was A$550,000 (£301,000) paid by the issue of 14,527,205 shares at A$0.03786.  Refer ASX Announcements 25 September 2018, 19 April 2018 and 28 March 2018. EL29599 was peripheral to the acquisition and was subsequently relinquished, with a £28,000 write-off representing part of the total acquisition cost allocated to this exploration lease.

-    £475,000 for the acquisition, on 27 March 2019, of interests in nine licence applications, at various stages of advancement, prospective for gold and uranium, and cover a total of 607 square kilometres in the Pilbara region of Western Australia, and the Northern Territory of Australia. The transaction occurred through the acquisition of a 100% interest in two companies Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd.  Total consideration of £475,000 consisted of:

£450,500 as 53 million Thor shares issued on 10 April 2019, at an issue price of 0.85p per share,

£68,000 as 26,500,000 options issued following shareholder approval on 23 May 2019, with an exercise price of 1.3p and expiry of 23 May 2022. The £68,000 valuation for the options was calculated using the Black-Scholes option pricing methodology - refer Note 16.

Less £41,000 of cash and £2,500 other receivables in the two companies acquired.

2 Deferred costs of £59,000 (2019: £28,000) were written-off, relating to tenements relinquished during the year.

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 2020, the write-down predominantly related to two Molyhil tenements not required for the Molyhil project (£56,000).  The remaining £3,000 related to one of the tenements held by the subsidiary company, Hamersley Metals Pty Ltd, acquired in the prior year.  The tenement was granted post-acquisition, and was subsequently relinquished as it was not considered a core part of the acquisition.

In the prior year ended 30 June 2019, the write down related to one of the Bonya tenements that was peripheral to the acquisition of those tenements earlier in that year (refer footnote 1 above).

 

8.      Investments

The Company holds 20% or more of the share capital of the following companies:

Company

Country of registration

or incorporation

Shares held Class

%

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

USA

Ordinary

100

BFM Resources Inc 5

USA

Ordinary

100

Hamersley Metals Pty Ltd6

Australia

Ordinary

100

Pilbara Goldfields Pty Ltd7

Australia

Ordinary

100

 

 

 

 

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.

 

Messrs Billing and Bradey are Directors of each of the above companies.

 

 

Consolidated

Company

 

£'000

£'000

£'000

£'000

 

2020

2019

2020

2019

(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

Hamersley Metals

-

-

170

170

Less: Impairment provision against investment

-

-

(15)

-

Pilbara Goldfields

-

-

348

348

Less: Impairment provision against investment

-

-

(34)

-

 

-

-

1,157

1,206

 

 

 

 

 

             

 

 

Consolidated

Company

 

£'000

£'000

£'000

£'000

 

2020

2019

2020

2019

8.      Investments (continued)

 

(b)    Investments at cost:

 

 

 

 

Hawkstone Mining Limited

-

103

-

103

 

-

103

-

103

 

On 7 September 2018, Hawkstone Mining Limited (Hawkstone) (ASX: HWK) acquired 100% of the shares on issue in US Lithium Pty Ltd, a company in which Thor had an interest of 6.25% at that time. Consideration received by Thor as follows:

-    7,421,875 Hawkstone shares received following the acquisition; and

-    7,812,500 Hawkstone shares received on 14 October 2019, following the declaration of an inferred resource at the Big Sandy Lithium Project .

During the year ended 30 June 2020, Thor sold 15,234,375 Hawkstone shares for proceeds of £56,000, resulting in a loss on revaluation to market value of £17,000 at 31 December 2019 together with a realised loss on the shares sold of £29,000, and a £1,000 foreign exchange translation loss.

In the prior year ending 30 June 2019, Thor's investment was carried at its original cost of the investment in US Lithium Pty Ltd of £103,000, comprised of 7,421,875 Hawkstone shares held by Thor with a market value at that time of $156,000 (£86,000), together with the contingent right to receive a further 7,812,500 Hawkstone shares.  At that time, there was uncertainty with regard to the contingent right and the Directors felt the book value represented a reasonable fair value of the shares and contingent right.

 

 

Consolidated

Company

 

 

£'000

£'000

£'000

£'000

 

 

2020

2019

2020

2019

 

8.      Investments (continued)

 

(c)    Loans to subsidiaries:

 

 

 

 

Molyhil Mining Pty Ltd

-

-

10,571

10,560

Less: Impairment provision against loan

-

-

(1,783)

(1,602)

Hale Energy Limited

-

-

1,644

1,591

Less: Impairment provision against loan

-

-

(1,253)

(1,258)

Black Fire Industrial Minerals Pty Ltd

-

-

1,035

1,035

Pilot Metals Inc

-

-

1,101

922

Hamersley Metals

-

-

7

2

Pilbara Goldfields

-

-

61

2

 

-

11,252

 

The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable notice having regard to the financial stability of the company.

 

 

Consolidated

Company

 

£'000

£'000

£'000

£'000

 

2020

2019

2020

2019

8.      Investments (continued)

 

(d)    Loan receivable (convertible note):

 

 

 

 

Environmental Copper Recovery SA Pty Ltd

391

332

-

-

 

391

332

-

-

 

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).

 

The Kapunda Copper Project has an ISR amenable Inferred Resource Estimate of 119,000 tonnes of contained copper, together with having secured A$2.85 million Australian Government CRC-P grant funding (refer AIM Announcement of 10 February 2018 and ASX announcement 12 February 2018).

 

The Moonta Copper Project has an ISR amenable Inferred Resource Estimate of 114,000 tonnes of contained copper (refer ASX and AIM announcement of 15 August 2019).

 

To date Thor has been investing in EnviroCopper's subsidiary ECR through convertible notes.  Convertible notes advanced to ECR to 30 June 2020 total A$700,000 (£391,000).  This comprises A$600,000 that may be converted into a 25% interest in EnviroCopper and the first A$100,000 advanced of a total of $400,000 in additional payments required for an additional 5% interest in EnviroCopper. At 30 June 2020, the carrying value remains classified as a loan receivable from ECR, in the Group's Statement of Financial Position, at the lower of cost and net realisable value.

 

Subsequent to 30 June 2020, Thor formally converted its $600,000 loan to a 25% interest in EnviroCopper and have nominated a representative to join the Board of EnviroCopper.  Accordingly, the loan receivable from ECR will be reclassified in the Group's Statement of Financial Position to an equity accounted investment in Enviro Copper for future reporting periods.

 

Also subsequent to year end, Thor has advanced a further $115,000, and is expecting to make the final $185,000 advance in the coming year ended 30 June 2021, enabling Thor to take its equity interest in EnviroCopper to 30%.

 

9.      Deposits supporting performance bonds

 

Consolidated

Company

 

£'000

£'000

£'000

£'000

 

2020

2019

2020

2019

Deposits with banks and Governments

42

42

-

-

 

42

42

-

-

 

10.      RIGHT OF USE ASSET

The Company's Right of use assets relates to leased office space.

This lease has a remaining term of 28 months for the date of initial application of IFRS 16 on 1 July 2019.

 

Options to extend or terminate

The Company's lease contains no option to extend. 

 

Variable lease payments

The company does not have any variable lease payments.

 

 

 

 

Consolidated

Company

 

 

 

£'000

£'000

£'000

£'000

 

 

 

2020

2019

2020

2019

(i)  IFRS 16 related amounts recognised in the Statement of Financial Position

 

 

 

 

 

 

 

Leased building

 

 

72

-

-

-

Less: accumulated depreciation

 

 

(31)

-

-

-

Right of use asset

 

 

41

-

-

-

 

 

 

 

 

 

 

Movements in Carrying Amount

 

 

 

 

 

 

Opening balance

 

 

-

-

-

-

Recognised on initial application of IFRS16 (previously classified as an operating lease)

 

72

-

-

-

Depreciation expense

 

 

(30)

-

-

-

Foreign exchange translation gain / (loss)

 

 

(1)

 

 

 

 

 

 

41

-

-

-

(ii) IFRS 16 related amounts recognised in the Statement of Comprehensive Income/(Loss)

 

 

 

 

 

 

Depreciation charge related to right of use asset

 

 

(30)

-

-

-

Interest expense on lease liabilities

 

 

(2)

-

-

-

 

 

 

 

 

 

-

(iii) Total Full Year cash out flows for leases

 

 

(30)

-

-

-

 

 

 

Consolidated

Company

 

 

 

 

£'000

£'000

£'000

£'000

 

 

 

2020

2019

2020

2019

11.    Property, plant and equipment

 

 

 

 

 

 

Plant and Equipment:

 

 

 

 

 

At cost

60

60

-

-

 

Accumulated depreciation

(53)

(46)

-

-

 

Total Property, Plant and Equipment

7

14

-

-

 

                           

 

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

14

22

-

-

Additions

-

-

-

-

Foreign exchange impact, net

-

-

-

-

Disposals

-

-

-

-

Depreciation expense

(7)

(8)

-

-

At 30 June

7

14

-

-

 

12.    Trade receivables and other assets

Current

 

 

 

 

Trade and other receivables

21

45

29

14

Prepayments

22

19

-

-

 

43

64

29

14

 

At 31 December 2019 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 7.

 

The above trade receivables and other assets are held predominantly in Australian Dollars.

 

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.

 

13.    Current trade and other payables

Trade payables

(203)

(163)

(39)

(13)

Other payables

(104)

(82)

-

-

 

(307)

(245)

(13)

 

The carrying amounts of the Group and Company's trade and other payables are denominated in the following currencies:

 

UK Pounds

(39)

(13)

(39)

(13)

Australian Dollars

(268)

(232)

-

-

 

(307)

(245)

(13)

 

 

 

Consolidated

Company

 

 

 

 

£'000

£'000

£'000

£'000

 

 

 

2020

2019

2020

2019

14.    Lease liability

 

 

 

 

 

 

Lease Liability is represented by:

 

 

 

 

 

Current

31

-

-

-

 

Non Current

11

-

-

-

 

Total Lease Liability

42

-

-

-

 

                 

 

15.    Issued share capital

 

2020

2019

 

£'000

£'000

Issued up and fully paid:

 

 

982,870,766 'Deferred Shares' of £0.0029 each (1)

2,850

2,850

7,928,958,500 'A Deferred Shares' of £0.000096 each (2)

761

761

1,224,996,863 Ordinary shares of £0.0001 each

122

81

(2019: 982,870,766 'Deferred Shares' of £0.0029 each, 7,928,958,500 'A Deferred Shares' of £0.000096 each and 816,959,363 ordinary shares of £0.0001 each)

 

 

 

3,733

3,692

Movement in share capital

 

 

 

 

 

 

            2020

                2019

 

Ordinary shares of £0.0001

Number

£'000

Number

£'000

 

 

 

 

 

 

 

At 1 July

816,959,363

3,692

648,573,546

3,675

 

Shares issued for cash

395,000,000

40

47,058,823

5

 

Shares issued for acquisition

8,350,000

1

67,527,205

7

 

Shares issued to service providers

4,687,500

-

1,100,000

-

 

Warrants Exercised

-

-

52,699,789

5

 

At 30 June

1,224,996,863

3,733

816,959,363

3,692

                 

Nominal Value

(1)     The nominal value of shares in the company was originally 0.3 pence.  At a shareholders meeting in September 2013, the Company's shareholders approved a re-organisation of the company's shares which resulted in the creation of two classes of shares, being:

·     Ordinary shares with a nominal value of 0.01 pence, which continued as the company's listed securities, and

·     'Deferred Shares' with a nominal value of 0.29 pence which, subject to the provisions of the Companies Act 2006, may be cancelled by the company, or bought back for £1 and then cancelled. These deferred shares are not quoted and carry no rights whatsoever.

(2)     At a shareholders meeting in November 2016, the Company's shareholders approved a re-organisation of the company's shares which, on the 1 December 2016, resulted in the existing Ordinary Shares of 0.01 pence being further split as follows:

·     Ordinary shares with a nominal value of 0.0004 pence, and

·    'A Deferred Shares' with a nominal value of 0.0096 pence which, subject to the provisions of the Companies Act 2006, may be cancelled by the company, or bought back for £1 and then cancelled. These deferred shares are not quoted and carry no rights whatsoever.

 

 

Warrants and Options on issue

The following warrants (in UK) and options (in Australia) have been granted by the Company and have not been exercised as at 30 June 2020:

Number

Grant Date

Expiry Date

Exercise Price

   10,000,0001

13 Jun 2018

2 Nov 2020

GBP£0.0150

     5,000,0002

13 Jun 2018

29 Dec 2020

GBP£0.0450

   15,000,0003

13 Jun 2018

7 Jun 2021

GBP£0.035625

   47,058,8234

10 Apr 2019

10 Apr 2022

GBP£0.013

   26,500,0005

23 May 2019

23 May 2022

GBP£0.013

     9,450,0006

29 Nov 2019

29 Nov 2024

GBP£0.002

 113,008,823          Total outstanding

 

 

 

Share options (termed warrants in the UK) carry no rights to dividends and no voting rights.

1 Options granted to a Director, as approved by shareholders.

2 'Commencement' Options.  Upon the appointment of Richard Bradey as a Director, the Company agreed to grant the Commencement Options, as approved by shareholders. The Options will vest with Mr Bradey once the AIM traded closing price for the Company's Ordinary Shares exceeds £0.06 for 20 consecutive business days.

3 Options were granted to Directors of the Company, as approved by shareholders.

4 Granted to investors as part of a capital raise.

5 Granted as part of consideration for the acquisition of Hamersley Metals Pty Ltd and Pilbara Goldfields Pty Ltd, following shareholder approval.

6 9,450,000 Granted to lead broker of a capital raise, Hybridan LLP

 

 

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

190,003,267

0.0192

Granted during the year

9,450,000

0.0206

Lapsed during the year

86,444,444

0.0020

Balance at the end of the year

113,008,823

0.0167

 

The options outstanding at 30 June 2020 had a weighted average remaining number of days until expiry of 632 (2019: 540 days).

 

 

16.    Share based payments reserve

 

2020

2019

£'000

£'000

 

 

 

At 1 July

359

297

Exercised options @ £0.001770

-

(1)

Lapsed options @ £0.0011770

-

(1)

Lapsed options @ £0.001857

-

(4)

Issued for an acquisition @ £0.002582

-

68

Issued options @ £0.001320

12

-

Lapsed options @ £0.002710

(4)

-

Lapsed options @ £0.004469

(67)

-

Lapsed options @ £0.001275

(25)

 

At 30 June

275

359

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 2020 or lapsed during the year ended 30 June 2020.

 

(i) Options comprising the share based payments reserve at 30 June 2020

 

10,000,000 issued to a Director on 13 June 2018

 

Dividend yield

0.00%

Underlying Security spot price

£0.0205

Exercise price

£0.015

Standard deviation of returns

60%

Risk free rate

2.12%

Expiration period

2.4yrs

Black Scholes valuation per option

£0.009782

 

5,000,000 issued to a Director on 13 June 2018

 

Dividend yield

0.00%

Underlying Security spot price

£0.0205

Exercise price

£0.045

Standard deviation of returns

60%

Risk free rate

2.23%

Expiration period

2.5yrs

Black Scholes valuation per option

£0.003428

 

15,000,000 issued to Directors on 13 June 2018

 

Dividend yield

0.00%

Underlying Security spot price

£0.0205

Exercise price

£0.035625

Standard deviation of returns

60%

Risk free rate

2.23%

Expiration period

3yrs

Black Scholes valuation per option

£0.005289

 

26,500,000 issued for an acquisition on 23 May 2019

 

Dividend yield

0.00%

Underlying Security spot price

£0.0085

Exercise price

£0.013

Standard deviation of returns

60%

Risk free rate

2.23%

Expiration period

3.16yrs

Black Scholes valuation per option

£0.002582

 

 

9,450,000 issued to a broker on 29 November 2019

 

Dividend yield

0.00%

Underlying Security spot price

£0.0024

Exercise price

£0.002

Standard deviation of returns

60%

Risk free rate

0.71%

Expiration period

5yrs

Black Scholes valuation per option

£0.001320

 

 

 

(ii) Options lapsed in the year ended 30 June 2020

 

1,500,000 issued to a nominee of an employee on 27 June 2017

 

Dividend yield

0.00%

Underlying Security spot price

£0.0105

Exercise price

£0.018

Standard deviation of returns

60%

Risk free rate

1.79%

Expiration period

3yrs

Black Scholes valuation per option

£0.002710

 

15,000,000 issued to Directors on 28 July 2017

 

Dividend yield

0.00%

Underlying Security spot price

£0.013555

Exercise price

£0.018

Standard deviation of returns

60%

Risk free rate

1.89%

Expiration period

3yrs

Black Scholes valuation per option

£0.004469

 

20,000,000 issued to Directors on 11 October 2016

 

Dividend yield

0.00%

Underlying Security spot price

£0.00625

Exercise price

£0.0125

Standard deviation of returns

60%

Risk free rate

1.67%

Expiration period

2.79yrs

Black Scholes valuation per option

£0.001275

 

17.    Analysis of changes in net cash and cash equivalents

 

1 July 2019

Cash flows

Non-cash changes

 30 June 2019

£'000

£'000

£'000

£'000

Cash at bank and in hand - Group

523

(294)

4

233

 

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 2020, 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:

 

2020

2019

£'000

£'000

 

 

 

 

 

 

Sterling

229

56

Australian Dollars

4

467

 

233

523

 

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.

 

 

    2020

2019

 

Carrying Amount £'000

Fair Value £'000

Carrying Amount £'000

Fair Value £'000

Financial assets:

 

 

 

 

Cash and cash equivalents

233

233

523

523

Trade & other receivables

43

43

45

45

Loan receivable (convertible note)

391

391

332

332

Deposits supporting performance guarantees

42

42

42

42

Financial liabilities:

 

 

 

 

Trade and other payables

307

307

245

245

Non interest bearing liabilities

-

-

-

-

Interest bearing liabilities

-

-

-

-

 

The following table sets out the carrying amount, by maturity, of the financial instruments exposed to interest rate risk:

 

Effective Interest Rate %

Maturing

 

Total

30-June 2020 - Group

< 1 year

>1 to <2 Years

>2 to <5 Years

 

 

 

£'000

£'000

£'000

£'000

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

-

-

-

-

-

 

 

 

 

 

30-June 2019 - Group

 

 

 

 

 

 

 

 

 

Financial Assets

 

 

 

 

 

Fixed rate

 

 

 

 

 

At call Account - AUD

0%

467

-

-

467

At call Account - STG

0.05%

56

-

-

56

 

 

523

-

-

523

Financial Liabilities

 

 

 

 

 

Fixed Rate

 

 

 

 

 

Interest bearing liabilities

-

-

-

-

-

 

 

 

 

 

 

 

20.    Related parties transactions

There is no ultimate controlling party.

Thor has lent funds to its wholly owned subsidiaries to enable those companies to carry out their operations. At 30 June 2020, the estimated recoupable amount converted to £11,383,000 (refer Note 8(c)).

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 £39,788 was paid to Druces LLP Solicitors (2019: £27,547) on normal commercial terms.

Transactions with Directors and Director related entities are disclosed in Note 4.

 

21.    Subsequent events

Subsequent to 30 June 2020, Thor provided notice to EnviroCopper Limited to convert $600,000 of it's convertible loan to a 25% interest in EnviroCopper Limited and the right to nominate a Board representative.  Accordingly, the loan receivable from ECR will be reclassified in the Group's Statement of Financial Position to an equity accounted investment for future reporting periods.

On 6 July 2020, Thor announced that the Northern Territory Government had awarded Major Project status to the Molyhil tungsten/molybdenum project.

On 8 July 2020, following shareholder approval, the Company completed a capital raise through the issue of the following securities:

·      70,000,000 warrants on the basis of one warrant for every two Ordinary Shares that were issued to placees on 5 June 2020 for $0.005 per Ordinary Share;

·      54,000,000 Ordinary Shares issued at $0.005 per Ordinary Share together with 27,000,000 warrants on the basis of one warrant for every two Ordinary Shares.  (50,000,000 Ordinary Shares were issued to a significant shareholder, Metal Tiger Plc, and 2,000,000 to each of two Directors participating in the placement, Messrs Billing and Bradey).

·      8,000,000 warrants to the broker to the placement.

The Company also issued 1,587,302 Ordinary Shares on 8 July to two Directors, Messrs Billing and Potter, in lieu of cash payment for 50% of directors' fees owing for the period 1 January 2020 to 30 June 2020.

On 15 July 2020, Thor announced the sale of its Spring Hill gold project royalty entitlement to AIM quoted Trident Royalties Plc, subject to Australian government Foreign Investment Review Board (FIRB) approval, for total consideration of A$1.0 million.  $50,000 cash has been received, a further $350,000 cash is due following FIRB approval, and the remaining $600,000 is linked to production milestonesThese two milestone payments, at the election or Trident, may be made via the issue to Thor of ordinary shares in Trident.

A new Director, Mark McGeough, was appointed on 4 August 2020, and Mr Bradey has advised of his resignation as a Director and Exploration Manager effective 29 October 2020.

On 2 September 2020, Thor announced assays from the latest stream sediment sampling program substantially exceeded management expectations at the 100% owned Pilbara Goldfield tenements, to be called Ragged Range (E46/1262 and E46/1190), in Western Australia. The stream sediment Bulk Leach Extractable Gold (BLEG) samples were part of the second phase geochemistry program, now complete, following up on results from October 2019.  Highlights were:

·      Assay results from 2020 detail sampling, support and extend from two 2019 test sites defining a 3 x 1-kilometre zone of highly anomalous gold.

·      Sampling results have now defined an overall broader target zone of 13 x 1 km of highly anomalous gold, demonstrating the potential to host a significant gold bearing system.

·      Samples defining the 13km gold target zone are from separate drainage catchments supporting the potential of gold mineralisation along the entire strike length.

·      Next steps to commence immediately include; further mapping, stream sediment and soil sampling, and a detailed aeromagnetic survey.

Thor completed its acquisition of American Vanadium Pty Ltd (AVU).  Through two US subsidiaries, AVU holds a 100% interest in a Uranium and Vanadium projects in Colorado and Utah. Field sampling undertaken by Thor during the due diligence period showed assay results of high grade uranium (up to 1.25% U3O8) and vanadium (up to 3.47% V2O5). Consideration for the acquisition comprises 24,000,000 Ordinary Shares in Thor issued 15 September 2020, and further Ordinary Shares to be issued subject to achievement of agreed milestones (refer AIM announcement of 9 September and ASX announcement of 10 September).

On 15 September 2020, the Company announced a capital raise of UK£1,065,500 (approximately A$1,875,000) in two tranches:

·      The first tranche was completed on 28 September 2020 with the issue of 123,750,000 Ordinary Shares at a price of 0.6 pence per Ordinary Share, for £742,500, together with 61,875,000 warrants on the basis of one warrant for every two Ordinary Shares subscribed;

·      The second tranche of 53,833,333 shares and 26,926,667 warrants, on the same terms as the first tranche, is expected to be issued on or around 27 October 2020 subject to shareholder approval.  The second tranche includes participation by Metal Tiger Plc, a substantial shareholder (25,000,000 Ordinary Shares and 12,500,000 warrants) and two Directors (Mr Billing 2,500,000 Ordinary Shares and 1,250,000 warrants, and Mr McGeough 833,000 Ordinary Shares and 416,667 warrants).

On 23 September 2020, the Company issued 9,450,000 Ordinary Shares as a result of warrants exercised at a price of 0.2 pence per Ordinary Share.

Also on the 23 September 2020, the Group received A$173,717 from the Australian Government for its research and development tax incentive claim related to eligible expenditure incurred in the year ended 30 June 2020.

Other than the above matters, there were no material events arising subsequent to 30 June 2020 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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FR EAENEDEPEEFA

Quick facts: Thor Mining PLC

Price: 1.2

Market: AIM
Market Cap: £17.27 m
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