Source - RNS
RNS Number : 8336K
Thor Mining PLC
26 September 2016
 

Monday, 26 September 2016

 

THOR MINING PLC

Thor Mining PLC ("Thor" or the "Company")

  Annual Results

The Directors of Thor Mining PLC (AIM, ASX: THR) are pleased to announce the Company's annual results for the year ended 30 June 2016.

The annual report is to be released on the Australian Stock Exchange ("ASX) as required under the listing rules of the ASX.

Whilst the financial information included in this announcement has been prepared in accordance with the accounting policies and basis of preparation set out below, this announcement does not constitute the Company's statutory financial statements. 

A copy of the annual report will be posted to shareholders prior to the Annual General Meeting and is also available on the Company's website www.thormining.com

The Company has also updated its Corporate Governance Statement.  A copy of the Corporate Governance Statement is available on the Company's website www.thormining.com

Enquiries:

Mick Billing

+61 (8) 7324 1935

Thor Mining PLC

Executive Chairman

Ray Ridge      

+61 (8) 7324 1935

 

Thor Mining PLC

CFO/Company

Secretary

Colin Aaronson/

Daniel Bush/

Richard Tonthat

 

+44 (0) 207 383 5100

 

Grant Thornton UK LLP

 

Nominated Adviser

Gerry Beaney/

David Hignell/

John Howes

 

+44 (0) 203 861 6625

 

Northland Capital Partners Limited

Broker

Tim Blythe/

 Camilla Horsfall

+44 (0) 207 138 3222

Blytheweigh

Financial PR

 

 

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.

 

 

 

 

THOR MINING PLC - CHAIRMAN'S STATEMENT - 2016 ANNUAL REPORT

 

 

The year ended June 2016 saw renewed interest in global metal markets. The price of tungsten, after a period of steady decline, appears to have finally steadied with some hint of an emerging and welcome upward trajectory.  Gold prices in particular have continued to strengthen, and the equities market mood in Australia and internationally is somewhat more optimistic.

 

Tungsten

Following the upgrade in 2015 of the Feasibility Study for our Molyhil project in Australia's Northern Territory, we have continued efforts to enhance the project via reductions to capital and operating expense forecasts, with solar power looking to be a significant contributor to the mix of energy supply.  We have also commenced initiatives to add additional sources of ore to the project, with the objective of extending mine life and improving throughput rates.  Molyhil is shaping up to be a low cost tungsten producer and we hope to secure finance for project development in the near term.

 

During 2014, Thor acquired the Pilot Mountain tungsten project in the United States.  This is an exciting project for Thor as Pilot Mountain with a current inferred and indicated resource of 6.79 million tonnes at 0.31% tungsten tri-oxide and has considerable exploration potential, well supported by historical drilling, with an additional exploration target of 11-23 million tonnes at 0.3 - 0.5% tungsten tri-oxide.  We have a number of drill ready targets with near to surface mineralisation that could for only modest cost be drilled out and if successful significantly increase the JORC compliant resource.  Moreover initial drilling will be holes twinned with historical drilling, meaning we will be targeting areas where the evidence we have to date already indicates the tenor of mineralisation.  We hope to be able to drill test a number of the Pilot Mountain targets in the near term. 

 

Gold

During the year, Thor Mining PLC acquired the remaining 49% interest in the Spring Hill gold project in the Northern Territory for A$210,000 cash plus A$100,000 in Thor CDI's.  Subsequently, in February 2016, Thor executed an agreement to sell 100% of this project for A$3.5 million plus production royalties.  The first tranche of A$2.0 million was received in February 2016, with the balance of A$1.5 million due and payable in February 2017.  Thor could, subject to acceptable commercial terms, accelerate this second instalment.

 

At the Dundas gold project in Western Australia, activity was limited as the Company concentrated its efforts on other projects.  Looking forward, the Company hopes to be in a position to drill test several promising targets. 

 

The Company recognises that there is considerable investor interest in gold projects and we have under review a number of additional gold opportunities to enhance the gold potential of our overall portfolio.  The incoming new directors also have access to a considerable pipeline of new opportunities with which the Company may seek to engage.

 

Corporate activities

During the year under review, Thor continued to raise funds successfully from a number of share placings to new and existing sophisticated investors in the United Kingdom. 

 

Personnel

During the year, non-Executive Director Greg Durack retired from the Board of Directors and Trevor Ireland and Mick Ashton both retired shortly after the year end.  I thank Greg, Trevor, and Mick for their counsel over a number of years; their contribution to the Company was significant.

 

I welcome new Directors, Gervaise Heddle and Paul Johnson, both of whom are highly regarded, and who have made an immediate impact.

 

The Directors and I gratefully acknowledge the efforts of our very small team including contractors and consultants, who have assisted Thor during the past year and continue to assist the Company as it further explores our projects and moves towards the development of its maiden mining operations.

 



 

Outlook

The Directors are confident of continued progress across the Group in the coming year.  We remain hopeful that we will secure finance for the Molyhil tungsten project, and believe our other projects put your company in a good position to add value in the near term.

 

 

 

 

 

 

Mick Billing

Chairman and Chief Executive Officer

26 September 2016      

 

 

REVIEW OF OPERATIONS AND STRATEGIC REPORT

Molyhil Tungsten Project - Northern Territory                                                     

The 100%-owned Molyhil tungsten project is located 220 kilometres ("km") north-east of Alice Springs (320km by road) within the prospective polymetallic province of the Proterozoic Eastern Arunta Block in the Northern Territory.

Thor Mining PLC acquired this project in 2004 as an advanced exploration opportunity.  Since then, the project has been taken to the level where it is substantially permitted for development and, by global standards, 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 the Group holds a Memorandum of Understanding in respect of concentrate sales with a major international downstream processor.

Highlights 2015/16

·      Continued efforts to reduce both capital and operating costs, resulting in estimated savings of 5% in capital costs, and 10% in operating expenses.

·      The project finance requirement for Molyhil is now estimated at US$40 million, plus US$5.5 million in mining fleet expenditure, which can attract alternative finance.

·      2016 drilling program designed to identify additional mineralisation with potential to add to the mining inventory

Pilot Mountain Tungsten Project - United States

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

 

The Pilot Mountain Project comprises four tungsten deposits: Desert Scheelite, Gunmetal, Garnet and Good Hope.  All are in close proximity (~3km) to each other and have been subjected to small-scale mining activities at various times during the 20th century.

 

Thor acquired this project as an advanced exploration opportunity.  It has a resource estimate on one of the deposits, Desert Scheelite, and sufficient metallurgical testwork has been conducted to demonstrate that a saleable concentrate can be produced.

Pilot Mountain Outlook

Known mineralisation at the Garnet, Gunmetal and Good Hope deposits is scheduled for drill testing along with the eastern extension of the Desert Scheelite resource, where the last hole drilled provided assays including 13.9 metres at 0.89% tungsten tri-oxide and 17.5 metres at 1.8% copper.

Metal Prices

At the time of writing this report, the selling price in Europe of Tungsten APT was US$190/mtu (A$253/mtu), while the price of Molybdenum Roasted Concentrates was US$7.10/lb (A$9.47/lb).  The price of tungsten in particular is currently at less than 50% of the historical highs of 2011. Industry projections, however, suggest that the price will return to more normal levels in the near to medium term, and we have confidence that these projections will be borne out.

Gold projects

Dundas Gold Project - Western Australia

Thor holds a 60% interest in the Dundas Gold Project, south-east of Norseman in Western Australia, and has rights to increase that equity to 100%.

Two prospects with geochemical anomalies (Algron & Bifrost) are scheduled for Aircore drill testing as soon as finance for the program is available.  Reverse circulation drilling will follow up positive Aircore drilling results.

 

Spring Hill Gold Project - Northern Territory

The Spring Hill project is located approximately 150km south of Darwin in the Northern Territory.  The location is served by all-weather access and is in close proximity to the sealed arterial Stuart Highway, north-south rail, a gas pipeline and trunk powerlines.  An operating gold processing plant, with spare capacity, is located within 20km of Spring Hill.

 

During the year, Thor acquired the remaining 49% interest in this project for A$210,000 plus $100,000 in Thor CDI's.

 

Subsequently, in February 2016, Thor executed an agreement to sell 100% of the Spring Hill project to a private company, PC Gold Pty Ltd, for:

·        A$2.0 million payable in cash (which was received in February 2016), for a 60% interest, and 100% management control; and

·        A$1.5 million payable in cash, before the end of February 2017, for the remaining 40% interest.

 

In addition, following completion of the acquisition of the 100% stake, PC Gold Pty Ltd will pay Thor a royalty of:

·        A$6.00 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for up to A$1,500 per ounce; and

·        A$14 per ounce of gold produced from the Spring Hill tenements where the gold produced is sold for amounts over A$1,500 per ounce.

 

The information in this report that relates to exploration results is based on information compiled by Richard Bradey, who holds a BSc in Applied Geology and an MSc in Natural Resource Management and 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 2004 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.

 

Mineral Resource Estimates

Tungsten and Molybdenum

Summary of Molyhil Mineral Resource Estimate (Reported on 30 January 2014)

Classification

Resource

WO3

Mo

Fe


'000

Tonnes

Grade %

Tonnes

Grade %

Tonnes

Grade %

Indicated

3,820

0.29

10,900

0.13

4,970

18.8

Inferred

890

0.25

2,200

0.14

1,250

15.2

Total

4,710

0.28

13,100

0.13

6,220

18.1

Notes

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

·      Mineral Resource reported at 0.1% combined Mo + WO3 Cut-off and above 200mRL only.

·      Minor rounding errors may occur in compiled totals.

 

 

Summary of Pilot Mountain Desert Scheelite Mineral Resource Estimate (Reported 10 June 2014)

Desert Scheelite

Resource

WO3

Ag

Cu

Tonnes

Grade %

Contained metal (t)

Grade g/t

Contained metal (t)

Grade %

Contained metal (t)

Indicated

6,090,000

0.31

18,900

24.2

150

0.16

10,000

Inferred

700,000

0.30

2,100

9.1

10

0.24

2,000

Total

6,790,000

0.31

21,000

22.8

160

0.17

12,000

Notes

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

·      Mineral Resource reported at 0.2% WO3 Cut-off

·      Minor rounding errors may occur in compiled totals.

 

 

 

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 2016.

 

Review of Operations

The net result of operations for the year was a loss of £1,745,000 (2015 loss: £915,000).

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.

Mick 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.  He was appointed to the Board in April 2008.

He is also a director of ASX listed company Southern Gold Limited.

Gervaise Robert John Heddle - CFA BEc(Hons) BA(Juris) - Non-Executive Director (appointed 26 July 2016)

Gervaise Heddle is an experienced investor and market commentator, an Executive Director of Greatland Gold PLC and the Founder and Managing Director of Bletchley Economics, through which he provides investment consulting services. Mr Heddle was a Division Director of Macquarie Bank and a Fund Manager and Director at Merrill Lynch Investment Managers. Gervaise is a CFA charterholder and has extensive financial markets experience.

Paul Johnson - Non-Executive Director (appointed 2 September 2016)

Paul Johnson is the Chief Executive Officer of Metal Tiger Plc, a company quoted on the AIM market of the London Stock Exchange and Non-executive Director of Metal NRG Plc, a company quoted on the ISDX Growth Market. Mr Johnson is a Chartered Accountant, and an Associate of the Chartered Institute of Loss Adjusters and of the Chartered Insurance Institute. He holds a BSc (Hons) in Management Science from UMIST School of Management in Manchester.

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

David Thomas is a Mining Engineer from Royal School of Mines, London, with experience in all facets of the mining industry.

He has worked for Anglo American in Zambia, Selection Trust in London, BP Minerals, WMC and BHP Billiton in Australia in senior positions in mine and plant operational management, and is experienced in project management and completion of feasibility studies. He has also worked as a consultant in various parts of the world in the field of mine planning, process plant optimisation, business improvement and completion of studies.

His most recent role was as Deputy Project Director for BHP Billiton's proposed expansion at Olympic Dam, South Australia.  David was appointed to the Board 11 April 2012.

Michael Kevin Ashton - Non-Executive Director (resigned 2 September 2016)

Mick Ashton owns a timber manufacturing business located in South Australia and is a major shareholder in a successful exploration drilling company located in Victoria, which has both Australian and international activities. He has extensive knowledge and experience in the exploration and mining industries, which dates back over 40 years. He was appointed to the Board in April 2008.

He is also a past Director of ASX listed company Western Desert Resources Limited.



 

Trevor John Ireland - F.Aus IMM - Non-Executive Director (resigned 2 September 2016)

Trevor Ireland is a geologist with more than 40 years experience in mineral exploration and corporate management. He has been involved both as a Manager and as a Company Director with mineral discoveries, economic evaluations and new mine developments covering gold, nickel, uranium and bauxite deposits in Australia and in several African countries. He is particularly associated with the discovery and development of The Granites and Callie gold mines in the Tanami region of the Northern Territory by North Flinders Mines Ltd. He served as a Director and Exploration Manager - Europe & Africa for Normandy La Source SAS, overseeing the evaluation of Ahafo and Akeyem gold ore bodies in Ghana, and Tasiast gold in Mauritania, all of which have subsequently reached development or operating status. He is currently consultant to a number of junior resources companies. Trevor was appointed to the Board in March 2010.

Gregory Durack - M. Aus IMM - Non-Executive Director (Resigned 4 March 2016)

Greg Durack is a metallurgist, with over 30 years' experience in Australia, Papua New Guinea and Greece having worked primarily on gold projects, in operational and development management roles. He is a past Chief Executive Officer of ASX listed company, Jupiter Mines Limited.  Greg was appointed to the Board in July 2005, and resigned 4 March 2016.

Ray Ridge - BA(Acc), CA, GIA(cert) - Chief Financial Officer/Company Secretary

Mr Ridge is a chartered accountant with over 20 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 more recently, General Manager Commercial & Operations at engineering and construction company Parsons Brinckerhoff.  Mr Ridge was appointed 7th April 2014.

Stephen F Ronaldson - Joint Company Secretary (U.K.)

Mr Stephen Ronaldson is the joint company secretary as well as a partner of the Company's UK solicitors, Ronaldsons Solicitors 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 ISDX. Mr Ronaldson is currently company secretary for a number of companies including eight AIM listed companies.

Richard Bradey - BSc (App Geol), MSc (Nat Res Man), MAusIMM - Exploration Manager

Mr Richard Bradey is 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.

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 plus 9.50% as a company contribution to Australian statutory superannuation schemes. The agreement allows that any services supplied by the Directors, other than Mr Paul Johnson, to the Company and any of its subsidiaries in excess of 2 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.

Principal activities and review of the business

The principal activities of the Group are the exploration for and potential development of tungsten deposits and exploration for, and potential development of, gold projects.  The primary tungsten assets comprise the Molyhil -Tungsten- Molybdenum Project ("Molyhil") and the Pilot Mountain tungsten project in the US state of Nevada. The one remaining gold project is located in the Albany-Fraser Orogen at the margin of Western Australia's gold rich Archaean Yilgarn Craton.  The Spring Hill gold project, located in the Pine Creek area of the Northern Territory of Australia, was sold during the year ended 30 June 2016, with A$1.5 million of the sale proceeds due to be received in February 2017.

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

Business Review and future developments

A review of the current and future development of the Group's business is given in the Chairman's Statement and the Chief Executive Officer's Review of Operations & Strategic Report.

Results and dividends

The Group incurred a loss after taxation of £1,745,000 (2015 loss: £915,000). 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.

Post Balance Sheet events

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 23 to the financial statements.

Substantial Shareholdings

At 9 September 2016, the following had notified the Company of disclosable interests in 3% or more of the nominal value of the Company's shares:



Ordinary shares

%




Metal Tiger Plc

860,000,000

14.01

Spreadex Limited

320,619,145

5.22

Mr Michael Billing

304,311,378

4.96

Dunham Investments Pty Ltd

200,448,285

3.27

 

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 2016 or their date of resignation if prior to 30 June 2016, were follows:


Ordinary Shares/CDIs

Unlisted Options

 


30 June 2016

30 June 2015

30 June 2016

30 June 2015

Michael Billing

304,311,378

112,568,951

-

-

Michael Ashton (resigned 2/9/16)

133,475,515

66,471,752

-

-

Trevor Ireland (resigned 2/9/16)

77,869,897

29,965,705

-

-

David Thomas

75,660,470

27,756,278

-

-

Gregory Durack (resigned 4/3/16)

64,631,900

16,727,708

-

-

Richard Bradey

794,800

794,800

-

500,000

 

Directors' Remuneration

This report outlines the remuneration arrangements in place for directors and other key management personnel of Thor Mining PLC.

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 amount to A$40,000 per annum (£22,196). From 1st January 2010 the Directors elected to accept reduced fee arrangements, for cash settled Directors fees.  Where Directors fees are settled through shares issued in lieu of cash payment, the full A$40,000 per annum applies.  This arrangement remains in place, until further notice.

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.

2016

Salary and Fees

Post Employment Superannuation

Total Fees for Services rendered

Short-term employee benefits Salary & Fees

Share Options Granted during the year

Options (based upon Black-Scholes formula)

Total Benefit


£'000

£'000

£'000

£'000

No.

£'000

£'000

Directors: 2,3








Michael Billing

119

-

119

119

-

-

119

Michael Ashton4

29

-

29

29

-

-

29

Trevor Ireland4

35

-

35

35

-

-

35

David Thomas

40

-

40

40

-

-

40

Gregory Durack1

22

-

22

22

-

-

22

Key Personnel:








Ray Ridge2

36

-

36

36

-

-

36

Richard Bradey

85

8

93

93

-

-

93

2016 Total

366

8

374

374

-

-

374

1 Fees payable to Mr. Durack are paid to Martineau Resources Pty Ltd. Mr Durack resigned 4 March 2016.

2 As at 30 June 2016 accrued amounts of £120,784, £45,304, £35,281, £32,499, £16,647, and £11,468 remained unpaid to Messrs. Billing, Thomas, Ireland, Ridge, Ashton and Durack respectively.

3 Each of the Directors received £13,033 of their Directors fees as shares in lieu of cash payment.  M Billing also received £16,735 as shares in lieu of cash payments for consulting fees as Executive Chairman.  The Directors have again agreed to receive shares in lieu of cash payments for the remainder of their Directors fee for the year ended 30 June 2016, subject to shareholder approval (being £15,640 for each Director, and £8,689 in the case of G Durack).

4 Resigned subsequent to the end of the financial year, on 2 September 2016.

 

 

2015

Salary and Fees

Post Employment Superannuation

Total Fees for Services rendered

Short-term employee benefits Salary & Fees

Share Options Granted during the year

Options (based upon Black-Scholes formula)

Total Benefit


£'000

£'000

£'000

£'000

No.

£'000

£'000

Directors: 2,3








Michael Billing

107

0

107

107

0

0

107

Gregory Durack1

12

0

12

12

0

0

12

Michael Ashton

12

0

12

12

0

0

12

Trevor Ireland3

19

0

19

19

0

0

19

David Thomas3

25

0

25

25

0

0

25

Key Personnel:








Ray Ridge2

58

0

58

58

0

0

58

Richard Bradey

92

9

101

92

0

0

101

2015 Total

325

9

334

334

0

0

334

1 Fees payable to Mr. Durack are paid to Martineau Resources Pty Ltd.

2 As at 30 June 2015, accrued amounts of £84,940, £19,784, £16,328, £26,008, £7,327, and £7,327 respectively remained unpaid to Messrs. Billing, Thomas and Ireland, Ridge, Ashton and Durack.

3 Each of the Directors received £3,975 of their Directors fees by shares in lieu of cash payment.

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:

2016

Meetings held whilst in Office

Meetings attended

Michael Billing

11

11

Michael Ashton

11

10

Trevor Ireland

11

10

David Thomas

11

9

Gregory Durack (resigned 4/3/16)

7

6

Mr Gervaise Heddle and Mr Paul Johnson were appointed, after the year ended 30 June 2016.

Corporate Governance

The Board is committed to maintaining high standards of corporate governance. The Board has given consideration to the code provisions set out in the UK Corporate Governance Code (the "UK Code") issued by the Financial Conduct Authority and in accordance with the AIM Rules. Whilst the Company is not required to comply with the UK Code, the Company's corporate governance procedures take due regard of the principles of Good Governance set out in the UK Code in relation to the size and the stage of development of the Company.  The Board has also given consideration to the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd Edition). 

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, independence 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 joint company secretaries, 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 sex, age, marital status, creed, colour, race or ethnic origin.

Health and Safety

The Group's aim will be to achieve and maintain a high standard of workplace safety. In order to achieve this objective the Group will provide training and support to employees and set demanding standards for workplace safety.

Payment to Suppliers

The Group's policy is to agree terms and conditions with suppliers in advance; payment is then made in accordance with the agreement provided the supplier has met the terms and conditions. Under normal operating conditions, suppliers are paid within 60 days of receipt of invoice.

Political Contributions and Charitable Donations

During the period the Group did not make any political contributions or charitable donations.

Annual General Meeting ("AGM")

This report and financial statements will be presented to shareholders for their approval at the AGM. The Notice of the AGM will be distributed to shareholders together with the Annual Report.

Auditors

A resolution to reappoint Chapman Davis LLP, and authorise the Directors to fix their remuneration, will be proposed at the next Annual General Meeting.

 

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 substantial losses that the Group has made for the Year Ended 30 June 2016.  The Directors have prepared cash flow forecasts for the period ending 30 September 2017 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, costs can be reduced to enable the Group to operate within its 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 with continued ability to raise capital in the marketplace, when the Group's discretionary exploration spend is taken into consideration.  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

Company law in the United Kingdom requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.  In preparing those financial statements, the Directors are required to:

·    select suitable accounting policies and then apply them consistently;

·    make judgments and estimates that are reasonable and prudent;

·    state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·    prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.

 

The Directors are responsible for keeping proper accounting records, for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.  They are also responsible for ensuring that the annual report includes information required by the Alternative Investment Market ("AIM") of the London Stock Exchange plc.

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 26 September 2016.

 

 

 

 

 

 

 

Michael Billing                                         Ray Ridge

Executive Chairman                           Chief Financial Officer

 

 

 

Auditors report

Independent Auditors Report to the Members of Thor Mining Plc

 

We have audited the financial statements of Thor Mining Plc for the year ended 30 June 2016 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 Group and Parent Company Statements of Changes in Equity and the related notes 1 to 23. 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.

 

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.

 

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out within the Directors' report, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.  Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland).  Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

 

Scope of the audit

A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements

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 2016 and of the Group's and the Parent Company's losses for the year then ended;

·      the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; and

·      the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

 

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

·      the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

 

Emphasis of Matter - Going Concern

Without qualifying our opinion, we draw attention to Note 1 in the financial statements which indicates that the Group incurred a net loss of £1,745,000 during the year ended 30 June 2016. In order to continue operations for the next 12 months, the Group is dependent upon raising additional finance. These conditions, along with other matters as set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

 

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required 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.

 

 

 

Keith Fulton (Senior Statutory Auditor)

for and on behalf of Chapman Davis LLP

Chartered Accountants and Statutory Auditors

London, United Kingdom

 

26 September 2016

 

 

 

Statements of Comprehensive Income for the year ended 30 June 2016

 



Consolidated

Company


Note

£'000

£'000

£'000

£'000



2016

2015

2016

2015







Administrative expenses


(71)

(89)

(143)

-

Corporate expenses


(596)

(663)

(204)

(453)

Unrealised loss on financial assets


-

(213)

-

(213)

Unrealised gain on financial liabilities


-

65

-

65

Realised gain/(loss) on financial assets

22

-

18

(542)

-

Realised gain on swap facilities


(2)

21

(2)

21

Net impairment of subsidiary loans


-

-

576

(1,848)

Write off/Impairment of exploration assets

7

(1,029)

(19)

-

-

Operating Loss

3

(1,698)

(880)

(315)

(2,428)

Interest received


-

2

-

-

Interest paid


(47)

(37)

-

-

Loss before Taxation


(1,745)

(915)

(315)

(2,428)

Taxation

5

-

-

-

-

Loss for the period


(1,745)

(915)

(315)

(2,428)







Other comprehensive income:












Exchange differences on translating foreign operations


1,225

(1,157)

-

-

Other comprehensive income for the period, net of income tax


1,225

(1,157)

-

-

Total comprehensive income for the period


(520)

(2,072)

(315)

(2,428)













Basic loss per share

6

(0.04)p

(0.03)p









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

 

 

Statements of Financial Position at 30 June 2016                                                       Co No: 05276414

 



Consolidated

Company


Note

£'000

£'000

£'000

£'000



2016

2015

2016

2015

ASSETS






Non-current assets






Intangible assets - deferred exploration costs

7

9,228

10,401

-

-

Investments in subsidiaries

8

-

-

688

688

Loans to subsidiaries

8

-

-

7,886

8,838

Trade receivables & other assets

11

-

-

-

-

Deposits to support performance bonds

9

11

13

-

-

Plant and equipment

10

4

15

-

-

Total non-current assets


9,243

10,429

8,574

9,526

Current assets






Cash and cash equivalents


170

43

170

4

Trade receivables & other assets

11

894

44

893

13

Total current assets


1,064

87

1,063

17

Total assets


10,307

10,516

9,637

9,543







LIABILITIES






Current liabilities






Trade and other payables

12

(503)

(458)

(96)

(88)

Provisions


(16)

(14)

-

-

Non interest bearing liabilities

14

(96)

(233)

-

-

Interest bearing liabilities

13

-

(489)

-

(489)

Total current liabilities


(615)

(1,194)

(96)

(577)







Total liabilities


(615)

(1,194)

(96)

(577)







Net assets


9,692

9,322

9,541

8,966







Equity






Issued share capital

15

3,423

3,172

3,423

3,172

Share premium


16,022

15,383

16,022

15,383

Foreign exchange reserve


2,143

918

-

-

Merger reserve


405

405

405

405

Share based payments reserve

16

9

30

9

30

Retained losses


(12,310)

(10,586)

(10,318)

(10,024)







Total shareholders equity


9,692

9,322

9,541

8,966

 

The accompanying notes form part of these financial statements.  These Financial Statements were approved by the Board of Directors on 26 September 2016 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 2016

 


Consolidated

Company

 

                                                                                                         Note

£'000

£'000

£'000

£'000

 


2016

2015

2016

2015

 

Cash flows from operating activities





 

Operating Loss

(1,698)

(880)

(315)

(2,428)

 

Decrease/(increase) in trade and other receivables

24

12

(9)

1

 

Increase/(decrease) in trade and other payables

89

62

13

61

 

Increase/(decrease) in provisions

-

4

-

-

 

Depreciation

13

20

-

-

 

Exploration expenditure written off

1,029

19

-

-

 

Impairment subsidiary loans

-

-

(576)

1,848

 

Revaluation foreign currency loan

-

(65)

-

(65)

 

Share based payment expense

151

218

-

218

Loss on revaluation of financial assets

-

213

-

213

 

Realised loss / (gain) on financial assets

-

(18)

542

-

 

Realised gain on swap facility

2

(21)

2

(21)

 

Net cash outflow from operating activities

(390)

(436)

(343)

(173)

 






 

Cash flows from investing activities





 

Interest received

-

2

-

-

 

Interest paid

(54)

(37)

-

-

 

Refund of performance bonds

-

31

-

-

 

Proceeds from disposal of exploration assets              22

1,110

-

1,110

-

 

Disposal of financial assets

-

51

-

-

 

Purchase of property, plant and equipment

-

(2)

-

-

 

R&D Grants for exploration expenditure

73

37

-

-

 

Payments for exploration expenditure

(544)

(316)

-

-

 

Loans to controlled entities

-

-

(766)

(457)

 

Net cash outflow from investing activities

585

(234)

344

(457)

 






 

Cash flows from financing activities





 

Loans advanced

217

74

-

-

 

Loans repaid

(939)

-

(489)

-

 

Net issue of ordinary share capital

654

630

654

630

 

Net cash inflow from financing activities

(68)

704

165

630

 






 

Net increase/(decrease) in cash and cash equivalents

127

34

166

-

 

Non cash exchange changes

-

(1)

-

-

Cash and cash equivalents at beginning of period

43

10

4

4

 

Cash and cash equivalents at end of period

170

43

170

4

 

 

 

 

 

 

Statements of Changes in Equity For the year ended 30 June 2016

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 2014

3,020

13,884

(9,694)

2,075

405

44

9,734

Loss for the period

-

-

(915)

-

-

-

(915)

Foreign currency translation reserve

-

-

-

(1,157)

-

-

(1,157)

Total comprehensive  (loss) for the period

-

-

(915)

(1,157)

-

-

(2,072)

Transactions with owners in their capacity as owners





Shares issued

152

1,577

-

-

-

-

1,729

Cost of shares issued

-

(69)

-

-

-

-

(69)

Share options lapsed

-

-

23

-

-

(23)

-

Share options issued

-

(9)

-

-

-

9

-

At 30 June 2015

3,172

15,383

(10,586)

918

405

30

9,322









Balance at 1 July 2015

3,172

15,383

(10,586)

918

405

30

9,322

Loss for the period

-

-

(1,745)

-

-

-

(1,745)

Foreign currency translation reserve

-

-

-

1,225

-

-

1,225

Total comprehensive  (loss) for the period

-

-

(1,745)

1,225

-

-

(520)

Transactions with owners in their capacity as owners





Shares issued

251

676

-

-

-

-

927

Cost of shares issued

-

(37)

-

-

-

-

(37)

Share options lapsed

-

-

21

-

-

(21)

-

Share options issued

-

-

-

-

-

-

-

At 30 June 2016

3,423

16,022

(12,310)

2,143

405

9

9,692









Company








Balance at 1 July 2014

3,020

13,884

(7,619)

-

405

44

9,734

Loss for the period

-

-

(2,428)

-

-

-

(2,428)

Total comprehensive (loss) for the period

-

-

(2,428)

-

-

-

(2,428)

Transactions with owners in their capacity as owners





Shares issued

152

1,577

-

-

-

-

1,729

Cost of shares issued

 -

(69)

-

-

-

-

(69)

Share options lapsed

-

-

23

-

-

(23)

-

Share options issued

-

(9)

-



9

-

At 30 June 2015

3,172

15,383

(10,024)

-

405

30

8,966









Balance at 1 July 2015

3,172

15,383

(10,024)

-

405

30

8,966

Loss for the period

-

-

(315)

-

-

-

(315)

Total comprehensive (loss) for the period

-

-

(315)

-

-

-

(315)

Transactions with owners in their capacity as owners





Shares issued

251

676

-

-

-

-

927

Cost of shares issued

 -

(37)

-

-

-

-

(37)

Share options lapsed

-

-

21

-

-

(21)

-

Share options issued

-

-

-



-

-

At 30 June 2016

3,423

16,022

(10,318)

-

405

9

9,541

 

 

 

Notes to the Accounts for the year ended 30 June 2016

1       Principal accounting policies

a)      Authorisation of financial statements

The Group financial statements of Thor Mining PLC for the year ended 30 June 2016 were authorised for issue by the Board on 26 September 2016 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's financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). The Company's financial statements have been prepared in accordance with IFRS as adopted by the European Union. 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 financial report has been prepared on the basis of a going concern.

The consolidated entity incurred a net loss before tax of £1,745,000 during the period ended 30 June 2016, and had a net cash inflow of £195,000 from operating and investing activities.  The consolidated entity continues to be reliant upon completion of capital raising for continued operations and the provision of working capital.

The Group's cash flow forecast for the 12 months ending 30 September 2017, highlight the fact that the Company is expected to generate negative cash flow by that date, inclusive of the discretionary exploration spend.  The Board of Directors, are evaluating all the options available, including the injection of funds into the Group during the next 12 months, and are confident that the 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.  As above, 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 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)      Exploration and development expenditure

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.

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.

f)       Revenue

Revenue is recognised to the extent that it is probable that economic benefits will flow to the group and the revenue can be reliably measured.

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.

h)      Trade and other payables

Trade and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.

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 no benefits to Directors of the Group in the form of share options. (2015: £ NIL).

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)      Leased assets

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.

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)    Trade and other receivables

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.

o)      Financial instruments

The Group's financial instruments, other than its investments, comprise cash and items arising directly from its operation such as trade debtors and trade creditors. The Group has overseas subsidiaries in Australia and USA, whose expenses are denominated in Australian Dollars and US Dollars. Market price risk is inherent in the Group's activities and is accepted as such.  There is no material difference between the book value and fair value of the Group's cash.

p)      Merger reserve

The difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange have been credited to a merger reserve account, in accordance with the merger relief provisions of the Companies Act 2006 and accordingly no share premium for such transactions is set-up. Where the assets acquired are impaired, the merger reserve value is reversed to retained earnings to the extent of the impairment.

q)      Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Land is measured at fair value less any impairment losses recognised after the date of revaluation.

Depreciation is provided on all tangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

Land (including option costs) - Nil

Plant and Equipment - between 5% and 25%

All assets are subject to annual impairment reviews.

r)      Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets and the asset's value in use cannot be estimated to be close to its fair value.  In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs.  When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.  Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at its revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount.

That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at its revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

s)      Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Income Statement net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

t)      Loss per share

Basic loss per share is calculated as loss for the financial year attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted loss per share is calculated as loss for the financial year attributable to members of the parent, adjusted for:

·           costs of servicing equity (other than dividends) and preference share dividends;

·           the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

·           other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

u)      Share based payments reserve

This reserve is used to record the value of equity benefits provided to employees, consultants and directors as part of their remuneration and provided to consultants and advisors hired by the Group from time to time as part of the consideration paid. The reserve is reduced by the value of equity benefits which have lapsed during the year.

v)      Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

w)     Adoption of new and revised Accounting Standards

In the current year, the company 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 and there is no material financial impact on the financial statements of the Group or the Company.

 

2.      Revenue and segmental analysis - Group

The Group has a number of exploration licenses, and mining leases, in Australia and the US State of Nevada.  All exploration licences in Australia are managed as one portfolio. The decision to allocate resources to individual Australian projects in that portfolio is predominantly based on available cash reserves, technical data and the expectations of future metal prices. The Group acquired the exploration assets in the US State of Nevada on 27 October 2014 (refer Note 21).  All of these US licenses are located in the one geological region.  Accordingly, the Group has identified its operating segments to be Australia and the United States based on the two countries. This is the basis on which internal reports are provided to the Directors for assessing performance and determining the allocation of resources within the Group. 

 


£'000

£'000

£'000

£'000

Year ended 30 June 2016

Head office/ Unallocated

United States

Consolidated

Revenue





Interest Income

-

-

-

-

Total Segment Revenue

-

-

-

-

Total Segment Expenditure

(349)

(1,317)

(79)

(1,745)






Loss from Ordinary Activities before Income Tax

(349)

(1,317)

(79)

(1,745)

Income Tax (Expense)

-

-

-

-

Retained (loss)

(349)

(1,317)

(79)

(1,745)






Assets and Liabilities





Segment assets

-

7,839

1,405

9,244

Corporate assets

1,063

-

-

1,063

Total Assets

1,063

7,839

1,405

10,307






Segment liabilities

-

(489)

(30)

(519)

Corporate liabilities

(96)

-

-

(96)

Total Liabilities

(96)

(489)

(30)

(615)






Net Assets

967

7,350

1,375

9,692

 

 


£'000

£'000

£'000

£'000

Year ended 30 June 2015

Head office/ Unallocated

Australia

United States

Consolidated

Revenue





Interest Income

-

2

-

2

Total Segment Revenue

-

2

-

2

Total Segment Expenditure

(580)

(315)

(22)

(917)






Loss from Ordinary Activities before Income Tax

(580)

(313)

(22)

(915)

Income Tax (Expense)

-

-

-

-

Retained (loss)

(580)

(313)

(22)

(915)






Assets and Liabilities





Segment assets

-

9,160

1,339

10,499

Corporate assets

17

-

-

17

Total Assets

17

9,160

1,339

10,516






Segment liabilities

-

(909)

(197)

(1,106)

Corporate liabilities

(88)

-

-

(88)

Total Liabilities

(88)

(909)

(197)

(1,194)






Net Assets

(71)

8,251

1,142

9,322

 

 

3.      Operating loss - group


2016

2015


£'000

£'000

This is stated after charging:



Depreciation

13

20

Auditors' remuneration - audit services

27

26

Auditors' remuneration - non audit services

-

-

Options issued - directors, staff, consultants and lender

-

-

Directors emoluments - fees and salaries

245

175

Auditors' remuneration for audit services above includes £20,200 (2015: £19,250) to Chapman Davis LLP for the audit of the Company and Group. Remuneration to BDO for the audit of the Australian subsidiaries was £6,825 (2015: £5,862).

 

4.      Directors and executive disclosures - Group

All Directors are each 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 plus 9.5% as a company contribution to Australian statutory superannuation schemes. The agreement allows for any services supplied by the Directors to the Company and any of its subsidiaries in excess of two days in any calendar month, can be invoiced to the Company at market rate, currently at A$1,000 per day, other than Mr Michael Billing at a rate of A$1,200 per day and Mr David Thomas at a rate of A$1,500 per day. From 1st January 2010 the Directors elected to accept reduced fee arrangements, for cash settled Directors fees.  Where Directors fees are settled through shares issued in lieu of cash payment, the full A$40,000 per annum rate applies.  This arrangement remains in place, until further notice.

(a)  Details of Key Management Personnel

 

(i)     Chairman and Chief Executive Officer

 

Michael Billing

Executive Chairman and Chief Executive Officer

(ii)    Directors


Gervaise Heddle

Non-executive Director (appointed 26 July 2016)

David Thomas

Non-executive Director

Paul Johnson

Non-executive Director (appointed 2 September 2016)

Michael Ashton

Non-executive Director (resigned 2 September 2016)

Trevor Ireland

Non-executive Director (resigned 2 September 2016)

(iii)   Executives


Ray Ridge

CFO/Company Secretary (Australia)

Stephen Ronaldson

Company Secretary (UK)

Richard Bradey

Chief Exploration Geologist

 

(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.

 


Salary & Fees

Shares2

Total


£'000

£'000

£'000

30 June 2016




Directors: 1,2




Michael Billing

89

30

119

Michael Ashton4

16

13

29

Trevor Ireland4

22

13

35

David Thomas

27

13

40

Gregory Durack3

9

13

22

Other Personnel:




Richard Bradey

93

-

93

Ray Ridge1

36

-

36

1 As at 30 June 2016 accrued amounts of £120,784, £45,304, £35,281, £32,499, £16,647, and £11,468 remained unpaid to Messrs. Billing, Thomas, Ireland, Ridge, Ashton and Durack respectively.

2 Each of the Directors received £13,033 of their Directors fees as shares in lieu of cash payment.  M Billing also received £16,735 as shares in lieu of cash payments for consulting fees as Executive Chairman.  The Directors have again agreed to receive shares in lieu of cash payments for the remainder of their Directors fee for the year ended 30 June 2016, subject to shareholder approval (being £15,640 for each Director, and £8,689 in the case of G Durack).

3 Resigned 4 March 2016.

4 Resigned subsequent to the end of the financial year, on 2 September 2016.


Salary & Fees

Shares2

Total


£'000

£'000

£'000

30 June 2015




Directors: 1,2




Michael Billing

103

4

107

Gregory Durack

8

4

12

Michael Ashton

8

4

12

Trevor Ireland

15

4

19

David Thomas

21

4

25

Other Personnel:




Richard Bradey

101

-

101

Ray Ridge1

58

-

58

1 As at 30 June 2015, accrued amounts of £84,940, £19,784, £16,328, £26,008, £7,327, and £7,327 respectively remained unpaid to Messrs. Billing, Thomas and Ireland, Ridge, Ashton and Durack.

2 Each of the Directors received £3,980 of their Directors fees by shares in lieu of cash payment.

 

(c) Compensation by category

                  Group

 


2016

2015


£'000

£'000

Key Management Personnel



Short-term

366

325

Post-employment

8

9


374

334

 

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

No options were granted over ordinary shares to Directors during the years ended 30 June 2016 and 30 June 2015.

(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            1 July  2015

Acquired through Open Offer

 

Granted as remuneration

Expired

Exercised

Held at 30 June 2016/or at date of resignation

Vested and exercisable at 30 June 2016

Directors








Executive








Michael Billing

-

-

-

-

-

-

-

Non-Executive








David Thomas

-

-

-

-

-

-

-

Gregory Durack

-

-

-

-

-

-

-

Michael Ashton

-

-

-

-

-

-

-

Trevor Ireland

-

-

-

-

-

-

-









Other Personnel








Richard Bradey

500,000

-

-

500,000

-

-

-

 

Key Management Personnel

Held at            1 July  2014

Acquired through Open Offer

 

Granted as remuneration

Expired

Exercised

Held at 30 June 2015/or at date of resignation

Vested and exercisable at 30 June 2015

Directors








Executive








Michael Billing

3,731,344

-

-

3,731,344

-

-

-

Non-Executive








David Thomas

1,164,180

-

-

1,164,180

-

-

-

Gregory Durack

1,492,538

-

-

1,492,538

-

-

-

Michael Ashton

3,731,344

-

-

3,731,344

-

-

-

Trevor Ireland

1,119,403

-

-

1,119,403

-

-

-









Other Personnel








Richard Bradey

500,000

-

-

-

-

500,000

500,000

 

 

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

2016

2015




£'000

£'000

Michael Billing

Consulting Fees

(i)

90

95

Trevor Ireland

Consulting Fees

(ii)

6

7

David Thomas

Consulting Fees

(iii)

11

14

 

(i)      The Company used the consulting services of MBB Trading Pty Ltd a company of which Mr. Michael Billing is a Director.

(ii)      The Company used the services of Ireland Resource Management Pty Ltd, a company of which Mr. Trevor Ireland is a Director and employee.

(iii)     The Company used the services of Thomas Family Trust with whom Mr David Thomas has a contractual relationship.

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


2016

2015


£'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:

 


2016

2015


£'000

£'000




Loss on ordinary activities before tax

(1,745)

(915)

Effective rate of corporation tax in the UK

20.00%

20.75%




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

(349)

(190)

Effects of:



Future tax benefit not brought to account

349

190

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


2016

2015




Loss for the year (£ 000's)

(1,745)

(915)

Weighted average number of Ordinary shares in issue

4,315,444,147

2,769,138,374

Loss per share (pence) - basic

(0.04)p

(0.03)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


2016

2015

Cost



At 1 July

10,401

10,246

Additions

430

333

Disposals (refer note 22)

(1,942)

-

Exchange gain / (loss)

1,368

(1,197)

Write off exploration tenements for year

(1,029)

(19)

Business combination (refer note 21)

-

1,038

At 30 June

9,228

10,401

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

9,228

10,401

 

As at 31 December 2015, the Group wrote off £719,000 relating to the carrying amount of the Spring Hill tenements.  The assets were written down to the assessed recoverable amount at 31 December 2015 of A$3.5m, based on advanced negotiations for the sale of Spring Hill at that date.  Those negotiations concluded in February 2016 resulting in the sale of Spring Hill for A$3.5m (£1.8m).  A$2.0m cash was received upon completion of the sale in February 2016, and the remaining A$1.5m is due to be received in February 2017.  In the Statement of Financial Position as at 30 June 2016, the A$1.5 appears as a receivable (refer Note 11).

One of the two Dundas tenements (tenement number EL63/1102) was relinquished in July 2016.  Based on the intention, at 30 June 2016, to relinquish that tenement upon its renewal date in July 2016, the carrying value of £310,000 was written off in the year ending 30 June 2016.

As at 30 June 2016 the Directors undertook an impairment review of the deferred exploration costs for the remaining tenements, as a result of which, no provision for impairment was required (2015: £Nil).

 

8.      Investments - Company

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 2

Australia

Ordinary

100

Black Fire Industrial Minerals Pty Ltd3

Australia

Ordinary

100

Industrial Minerals (USA) Pty Ltd4

Australia

Ordinary

100

Pilot Metals Inc5

USA

Ordinary

100

BFM Resources Inc6

USA

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 Hale Energy Limited ceased exploration activities and was dormant at 30 June 2015.  During the year ended 30 June 2016, the Dundas tenements (previously held by TM Gold Pty Ltd) were transferred to Hale Energy Limited, to permit the sale of TM Gold Pty Ltd holding only the Spring Hill tenements of interest to the purchaser.  In August 2016, The Group made an application to the Australian Securities and Investment Commission to change the company type of Hale Energy Limited from a public company limited by shares to a proprietary company limited by shares.  The change is effective after a one month gazetting period.

3 Black Fire Industrial Minerals Pty Ltd is a holding company only.  It owns 100% of the shares in Industrial Minerals (USA) Pty Ltd.

4 Industrial Minerals (USA) Pty Ltd is a holding company only.  It owns 100% of the shares in Pilot Metals Inc and BFM Resources Inc.

5 Pilot Metals Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project in the US state of Nevada.

6 BFM Resources Inc is engaged in exploration and evaluation activities focused at the Pilot Mountain project in the US state of Nevada.

The Directors of Thor Mining PLC, M R Billing, M K Ashton, and T J Ireland were all Directors of the above subsidiaries for the entire year ended 30 June 2016, with the exception of  Mr Greg Durack who resigned as Director of these companies on 4 March 2016.

The previously 100% owned subsidiary TM Gold Pty Ltd was sold effective 26 February 2016 (refer Note 22).

(a)    Investment in Subsidiary companies:


2016

2015

£'000

£'000




Molyhil Mining Pty Ltd

700

700

Less: Impairment provision against investment

(700)

(700)

Hale Energy Limited

1,277

1,277

Less: Investment written off

(1,277)

(1,277)

TM Gold Pty Ltd (refer Note 22)

-

-

Black Fire Industrial Minerals Pty Ltd

688

688


688

688

The investments in subsidiaries are carried in the Company's Balance Sheet at the lower of cost and net realisable value.

 

Loans to subsidiaries


2016

2015

£'000

£'000




Molyhil Mining Pty Ltd

7,672

7,370

Less: Impairment provision against loan

(722)

(1,656)

TM Gold Pty Ltd

-

4,583

Less: Impairment provision against loan

-

(1,675)

Hale Energy Limited

1,117

358

Less: Impairment provision against loan

(716)

(358)

Black Fire Industrial Minerals Pty Ltd

535

216

Less: Impairment provision against loan

-

-


7,886

8,838

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

 

9.      Deposits supporting performance bonds


Consolidated

Company


£'000

£'000

£'000

£'000


2016

2015

2015

2014

Deposits with banks and Governments

11

13

-

-


11

13

-

-






10.    Property, plant and equipment

Plant and Equipment:





At cost

94

98

-

-

Accumulated depreciation

(90)

(83)

-

-

Total Property, Plant and Equipment

4

15

-

-

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.

The carrying value of the plant and equipment includes finance leased assets of £Nil (2014: £Nil)

 

At 1 July

15

35

-

-

Additions

-

2

-

-

Foreign exchange impact, net

2

(2)

-

-

Disposals

-

-

-

-

Depreciation expense

(13)

(20)

-

-

At 30 June

4

15

-

-

 

11.    Trade receivables and other assets


Consolidated

Company


£'000

£'000

£'000

£'000


2016

2015

2016

2015

Current





Trade and other receivables

42

5

42

-

Receivable for business disposal (refer Note 22)

832


832


Lanstead LLC

-

2

-

2

Prepayments

20

37

19

11


894

44

893

13






 

12.    Current trade and other payables

 

Trade payables

(342)

(342)

(88)

(79)

Other payables

(161)

(116)

(8)

(9)


(503)

(458)

(96)

(88)






13.    Interest bearing liabilities


Consolidated

Company


2016

2015

2016

2015


£'000

£'000

£'000

£'000

Loan





Current

-

(489)

-

(489)


-

(489)

-

(489)

The subsidiary companies, Molyhil Mining Pty Ltd and T M Gold Pty Ltd had each granted a mortgage over certain tenements, generally comprising that company's project at Molyhil and Spring Hill respectively on which it holds mineral licences or exploration licenses.  During the year ended 30 June 2016, the proceeds from the sale of TM Gold Pty Ltd (holding the Spring Hill tenements) were used to repay the loan in February 2016, and the mortgages were discharged.

 

14.    Non interest bearing liabilities


Consolidated

Company


2016

2015

2016

2015


£'000

£'000

£'000

£'000

Current





Director advances1

(96)

(74)

-

-

Novated loan2

-

(159)

-

-


(96)

(233)

-

-

 

1 The Directors advanced funds on a no security, no interest basis to meet short term funding requirements of the Group.  The loans at 30 June 2015 were repaid during the year ended 30 June 2016.  Subsequently, during the year ended 30 June 2016, the Directors again advanced funds to the Group.  Certain Directors have undertaken to receive repayment of A$150,000 (£83,235) through the issue of the Company's securities, subject to shareholder approval (refer Note 23).

2 As part of the acquisition of the Pilot Mountain Tungsten Project in November 2014, borrowings of A$625,000 were novated to the acquired company, Black Fire Industrial Minerals Pty Ltd, prior to the acquisition by Thor.  Post acquisition, during the year ended 30 June 2015, A$300,000 of the borrowings were settled through the issue of Shares in Thor, leaving borrowings of A$325,000 (£159,000) at 30 June 2015 which were secured over the assets of Black Fire Industrial Minerals Pty Ltd.  During the year ended 30 June 2016, these borrowings were fully repaid and the security discharged.

 

15.    Issued share capital


2016

2015


£'000

£'000

Issued up and fully paid:



982,870,766 deferred shares of £0.0029 each

2,850

2,850

5,736,387,510 ordinary shares of £0.0001 each

573

322

(2015: 982,870,766 deferred shares of £0.0029 each

3,228,091,211 ordinary shares of  £0.0001 each)




3,423

3,172

 

Movement in share capital





 


            2016

                2015

 

Ordinary shares of £0.0001

Number

£'000

Number

£'000

 






 

At 1 July

3,228,091,211

3,172

1,703,669,855

3,020

 

Share issue in lieu of expenses

356,898,014

36

94,641,608

9

 

Share issued for cash

2,075,000,000

207

844,444,444

84

 

Shares issued for acquisition (refer Note 21)

76,398,285

8

418,750,000

42

 

Shares issued to extinguish debt (refer Note 21)

-

-

166,129,526

17

 

Exercise of warrants

-

-

455,778

-

 

At 30 June

5,736,387,510

3,423

3,228,091,211

3,172

 

Nominal Value

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 will continue as the company's listed securities.

·      Deferred shares with a 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.

Warrants and Options on issue

The following warrants (in UK) and options (in Australia) have been issued by the Company and have not been exercised as at 30 June 2016:

Number

Grant Date

Expiry Date

Exercise Price

22 Sep 2014

22 Sep 2016

GBP£0.001

22 Jun 2015

28 Jul 2016

GBP£0.00075

27 Jul 2015

28 Jul 2016

GBP£0.00075

1 Jun 2016

1 Dec 2018

GBP£0.0005

24 Jun 2016

1 Dec 2018

GBP£0.0005

1,751,763,987 total outstanding




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

1 issued to sophisticated investors as part of a capital raising in September 2014.

2 issued to sophisticated investors as part of a capital raising in June 2016.

3 issued to sophisticated investors as part of a capital raising in June 2016, following shareholder approval.

4 issued to sophisticated investors as part of a capital raising in June 2015.

5 issued to sophisticated investors as part of a capital raising in July 2015, following shareholder approval.

 

16.    Share based payments reserve


2016

2015

£'000

£'000




At 1 July

30

44

Lapse of 600,000 Employees options @ £0.00803

(5)

-

Lapse of Debt Facility options @ £0.00018

(16)

-

Lapse of 4,000,000 Employees options @ £0.02

-

(23)

Valuation of 26,763,989 warrants @ £0.00035

-

9

At 30 June

9

30

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 remaining in the Share Based Payments Reserve at the year ended 30 June 2016.

 


Issued September

2014

Dividend yield

0.00%

Underlying Security spot price

£0.00115

Exercise price

£0.001

Standard deviation of returns

40%

Risk free rate

3.05%

Expiration period

2yrs

Black Scholes valuation per option

A$0.00065

Black Scholes valuation per option

£0.00035

 

17.    Analysis of changes in net cash and cash equivalents


1 July 2015

Cash flows

Non-cash changes

 30 June 2016

£'000

£'000

£'000

£'000

Cash at bank and in hand - Group

43

128

(1)

170

 

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

Under the terms of a debt facility agreement entered into, the Company had jointly guaranteed the performance of its subsidiary companies, Molyhil Mining Pty Ltd, and T M Gold Pty Ltd in terms of those companies' obligations to the lender.

During the year ended 30 June 2016, the proceeds from the sale of TM Gold Pty Ltd (holding the Spring Hill tenements) were used to repay the debt facility in February 2016, and the guarantee was discharged.

 

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:


2016

2015

£'000

£'000







Sterling

169

4

Australian Dollars

1

39


170

43

 

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.

 


    2016

    2015


Carrying Amount £'000

Fair Value £'000

Carrying Amount £'000

Fair Value £'000

Financial assets:





Cash and cash equivalents

170

170

43

43

Trade & other receivables

874

874

44

44

Deposits supporting performance guarantees

11

11

13

13

Financial liabilities:





Trade and other payables

503

503

458

458

Non interest bearing liabilities

96

96

233

233

Interest bearing liabilities

-

-

489

489

 

In February 2014, the Company entered into a share subscription agreement and an equity swap agreement, with Lanstead Capital LP ("Lanstead").  These agreements expired in January 2016.

During the year ended 30 June 2016, the proceeds from the sale of TM Gold Pty Ltd (refer Note 22) were used to repay the 'Non interest bearing liabilities' in February 2016.

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 2016 - Group

< 1 year

>1 to <2 Years

>2 to <5 Years




£'000

£'000

£'000

£'000

Financial Assets






Fixed rate






At call Account - AUD

0%

169

-

-

169

At call Account - STG

0.05%

1

-

-

1



170

-

-

170

Financial Liabilities






Fixed Rate






Interest bearing liabilities

-

-

-

-

-






30-June 2015 - Group










Financial Assets






Fixed rate






At call Account - AUD

0%

39

-

-

39

At call Account - STG

0.05%

4

-

-

4



43

-

-

43

Financial Liabilities






Fixed Rate






Interest bearing liabilities

7.0%

489

-

-

489

 

20.    Related parties

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 2016 the estimated recoupable amount converted to £7,886,000 (refer Note 8(b)).

Thor Mining PLC engages the services of Ronaldsons LLP Solicitors, a company in which Mr Stephen Ronaldson is a Partner. Mr Ronaldson is the UK based Company Secretary.  During the year £15,317 (2015 £32,000) was paid to Ronaldsons LLP Solicitors on normal commercial terms.

 

21.    Business Combination

In the prior financial year, on 27 October 2014, Thor Mining PLC acquired 100% of the issued shares in Black Fire Industrial Minerals Pty Ltd, an exploration company, for consideration of £687,797.  The acquired company controls Mining Claims situated in south-western Nevada, referred to as the Pilot Mountain project.

 

Purchase consideration of £687,797 consisted of 418,750,000 Ordinary Shares in Thor.  The fair value of the shares issued was determined by reference to the closing price of Thor Shares on the ASX at the date of acquisition of A$0.003, and converted at the AUD/GBP exchange rate on that date.

The assets and liabilities recognised, in the prior financial year, as a result of the acquisition were as follows:


£'000

Intangible assets - Deferred Exploration Costs (1)

1,038

Prepayments

37

Trade & other Payables

(45)

Non-interest bearing liabilities (2)

(342)

Net identifiable assets acquired

688

 

(1)  The book value of the Deferred Exploration costs in the acquired company, Black Fire Industrial Minerals Pty Ltd, was £1,262,000.  A conservative position was taken in the accounting for the acquisition, by writing down the deferred exploration costs by £224,000 to reflect fair value at acquisition, rather than recognising a gain on bargain purchase.

(2)  Borrowings of A$625,000 were novated to the acquired company, Black Fire Industrial Minerals Pty Ltd, prior to the acquisition by Thor.  Prior to 30 June 2015, A$300,000 of these borrowing had been settled through the issue of shares in Thor.  The remaining borrowings of A$325,000 (£159,000) at 30 June 2015 were secured over the assets of Black Fire Industrial Minerals Pty Ltd.  During the year ended 30 June 2016, these remaining borrowings were repaid in full and the security discharged.

Acquisition-related costs of £77,000 are included in Corporate expenses in the Consolidated Statement of Comprehensive Income in the prior year, ending 30 June 2015.

 

22.    Business Disposal

TM Gold Pty Ltd ("TM Gold") was a 100% owned subsidiary of Thor, with activities in the state of Western Australia (Dundas tenements) and the Northern Territory of Australia (Spring Hill tenements).  On the 26 February 2016, the Group completed a share purchase and subscription agreement to dispose of the Spring Hill tenements, through the disposal of 100% of Thor's shareholding in TM Gold to PC Gold Pty Ltd ("PC Gold").  Prior to completion of the sale, the Dundas tenements were transferred to another 100% owned subsidiary of Thor, Hale Energy Limited at book value.  The share purchase and subscription agreement was then enacted, with PC Gold subscribing for new ordinary shares equating to a 60% shareholding of the issued shares in TM Gold for A$2.0m (£1.11m) cash.  The Group and PC Gold are legally committed to the transfer of the remaining 40% shareholding held by Thor no later than February 2017, in exchange for the remaining instalment of A$1.5m (£0.832m).  As a result, TM Gold is no longer a part of the consolidated group from 26 February 2016.  The A$1.5m instalment is included in the Group's receivables (refer Note 11).

The consideration payable to Thor also includes a royalty of:

•   A$6.00 per ounce of gold produced from the Spring Hill tenements where the gold is sold for up to A$1,500 per ounce; and

•   A$14 per ounce of gold produced from the Spring Hill tenements where the gold so produced is sold for amounts over A$1,500 per ounce.

 

Given the inherent uncertainties in determining the likely amount of the potential future royalties, the Directors have elected to not to ascribe a value to the royalty at this point.

The Income Statement impact of this transaction for the Consolidated Group is as follows:


£'000

Deferred exploration asset for Spring Hill at sale completion (1)

1,942

Sale proceeds received

(1,110)

Remaining proceeds receivable (refer Note 11)

(832)

Nil Profit / (Loss) on disposal

-

 

(1)  As at 31 December 2015, the Group had executed an option agreement for the sale of Spring Hill. That agreement provided a third party with the option to acquire the Spring Hill tenements though the acquisition of 100% of TM Gold Pty Ltd for total consideration of A$3.5m and production royalties. Based on this, the Directors revalued the carrying value of the Spring Hill tenement downwards by £719,000 to its realisable value.

 

The Income Statement impact of this transaction for the Company is as follows:


£'000

Loan balance owing by TM Gold at sale completion

4,159

Less existing impairment provision against the loan

(1,675)

Net loan balance at sale completion

2,484

Loan repaid from share subscription received

(1,110)

Loan offset by remaining proceeds receivable (refer Note 11)

(832)

Realised loss on financial asset

542

 

23.    Post balance sheet events

On 26 July 2016, the Company announced the appointment of Mr Gervaise Heddle as a Non-Executive Director to the Board.

On 29 July 2016, the Company announced the lapse of 525,000,000 unlisted options with an exercise price of 0.075p per share.

On 2 September 2016 the Company announced a planned raising of £350,000 before expenses, through the placing of 1,400,000,000 Ordinary Shares of 0.01p each at a price of 0.025p each (the "Placing"). In addition, certain Thor directors have undertaken, subject to the approval of shareholders, to convert A$150,000 (£83,235) of amounts owed to them into 346,000,000 Ordinary Shares at a price of 0.025p each (the "Debt Conversion").  Under the Placing and Debt Conversion, subscribers for the Ordinary Shares will also be granted one free attaching Warrant for every share subscribed for, to enable them to subscribe for further Ordinary Shares at a price of 0.05p per share, valid for a period of 30 months ("Warrants") from the date of issue.

The first tranche of the Placing, being 400,000,000 Ordinary shares and 400,000,000 Warrants were issued on 5 September 2016, utilising the existing authorities conferred by shareholders and available capacity under ASX Listing Rule 7.1.  The second tranche of 1,000,000,000 Ordinary shares and 1,000,000,000 Warrants remain subject to shareholder approval. A Shareholders Meeting is scheduled for 6 October 2016.

On 2 September 2016, the Company announced the appointment of Mr Paul Johnson as a Non-Executive Director to the Board.

Subject to the above matters, there were no material events arising subsequent to 30 June 2016 to the date of this report which may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in the future.

 

 

ASX Additional Information

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.

Date and Place of Incorporation, and Application of Takeover Provisions

a)     The company was incorporated in England on 3 November 2004 as Thor Mining Ltd and was re-registered as a public company, with the name Thor Mining Plc, on 6 June 2005.

b)     The company is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act dealing with the acquisition of shares (including substantial shareholdings and takeovers).

c)     As a public company incorporated in England and Wales, Thor Mining Plc is subject to the City Code on Takeovers and Mergers (the Code). Subject to certain exceptions and limitations, a mandatory offer is required to be made under Rule 9 of the Code broadly where:

(i)  a bidder and any persons acting in concert with it acquire shares carrying 30% or more of the voting rights of a target company; or

(ii)  if a bidder, together with any concert parties, increases its holding where its holding is not less than 30% but not more than 50% of the voting rights.

Rule 9 requires a mandatory offer to be made in cash and at the highest price paid by the bidder (or any persons acting in concert with it) for any interest in shares of the relevant class during the 12 months prior to the announcement of the offer.

In addition, save in certain specified circumstances, rule 5 of the code imposes restrictions on acquisitions which increase a person's total number of voting rights in Thor Mining Plc (when aggregated with those of his concert parties) to 30% or more of the total voting rights of the company or if he, together with his concert parties, having an interest in 30% or more of such voting rights, acquires more voting rights up to (and including) a total of 50%.

Where a bidder obtains acceptances of at least 90% of the shares subject to a takeover offer (which excludes any shares held by it or its concert parties) and acceptances of at least 90% of the voting rights carried by the shares subject to the offer, it can require the remaining shareholders who have not accepted the offer to sell their shares on the terms of the offer.

 

Shareholdings (as at 9 September 2016)

Class of shares and voting rights

(a)    at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or attorney; and

(b)    on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy or attorney has one vote for each Ordinary Share held.

On-market buy-back

There is no current on-market buy-back.

Distribution of listed equity securities

Category (number of shares/warrants)

Number of Shareholders

1 - 1,000

716

1,001 - 5,000

418

5,001 - 10,000

301

10,001 - 100,000

1,168

100,001 and over

965


3,568

 

The number of Australian shareholders holding less than a marketable parcel is 2,869.

The minimum parcel size is 500,000 shares.

 

Twenty largest shareholders as at 9 September 2016

Name

Number of shares held

Percentage of shares held

HARGREAVE HALE NOMINEES LIMITED <LON>

   432,045,000

7.04%

BEAUFORT NOMINEES LIMITED <SSLNOMS>

   422,378,289

6.88%

BARCLAYSHARE NOMINEES LIMITED

   421,373,651

6.87%

MR MICHAEL BILLING

   304,311,378

4.96%

SPREADEX LIMITED

  270,619,145

4.41%

HARGREAVES LANSDOWN (NOMINEES) LIMITED <HLNOM>

   225,851,682

3.68%

TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED <SMKTNOMS>

   220,234,176

3.59%

HSDL NOMINEES LIMITED

   219,066,200

3.57%

DUNHAM INVESTMENTS PTY LTD

   200,448,285

3.27%

JIM NOMINEES LIMITED <JARVIS>

   189,616,680

3.09%

HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED <731504>

   181,135,981

2.95%

HARGREAVES LANSDOWN (NOMINEES) LIMITED <VRA>

   151,295,601

2.47%

HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942>

   133,145,789

2.17%

PEEL HUNT HOLDINGS LIMITED <PMPRINC>

   113,441,633

1.85%

WINTERFLOOD SECURITIES LIMITED <WINSCREP>

88,444,516

1.44%

INVESTOR NOMINEES LIMITED <NOMINEE>

    84,594,551

1.38%

MR DAVID & MRS BARBARA THOMAS

75,660,470

1.23%

WEALTH NOMINEES LIMITED <WRAP>

    75,303,028

1.23%

SHARE NOMINEES LTD

    74,960,456

1.22%

INVESTOR NOMINEES LIMITED <WRAP>

    74,785,203

1.22%

TOTAL

3,958,711,714

64.51%

 

 

Unlisted Option and Warrant holders as at 9 September 2016

Name

Expiry Date

Number of Warrants held

Percentage of warrants held

VSA Capital

22/09/2016

26,763,987

1.65%

Placees June 2016

01/12/2018

1,200,000,000

73.76%

Metal Tiger PLC

05/03/2019

400,000,000

24.59%

Total unlisted options/warrants


1,626,763,987

100.00%

 

Securities held on Escrow

Total shares and CDIs on issue of 6,136,387,510 include 356,898,014 CDI's held on voluntary escrow until 29 October 2016.

 

Stock Exchanges

Thor Mining PLC shares are dual listed on the AIM market and the Australian Stock Exchange.  On the ASX they are traded as CDIs.

ASX CORPORATE GOVERNANCE DISCLOSURE

The Board is committed to maintaining high standards of corporate governance. The Board has given consideration to the code provisions set out in the UK Corporate Governance Code (the "UK Code") issued by the Financial Conduct Authority and in accordance with the AIM Rules. Whilst the Company is not required to comply with the UK Code, the Company's corporate governance procedures take due regard of the principles of Good Governance set out in the UK Code in relation to the size and the stage of development of the Company.  The Board has also given consideration to the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd Edition).

A copy of the Company's corporate governance policy is available on the Company's website http://www.thormining.com/aboutus#governance.

Skills, experience, expertise and term of office of each Director

A profile of each Director containing the applicable information is set out on the Company's website and elsewhere within this document.

Identification of Independent Directors

Mr G Heddle and Mr D Thomas are independent in accordance with the criteria set out in the ASX Principles and Recommendations.

Statement concerning availability of independent professional advice

Subject to the approval of the chairman, an individual Director may engage an outside adviser at the expense of Thor Mining Plc for the purposes of seeking independent advice in appropriate circumstances.

Names of nomination committee members and their attendance at committee meetings

Whilst the Company does not have a formal nomination committee, it does formally consider Board succession issues and whether the Board has the appropriate balance of skills, knowledge, experience, independence and diversity.  .

Names and qualifications of audit committee members

The full Board performs the functions of the Audit Committee. Messrs Billing, Heddle and Johnson are financially literate.

The Board last undertook an evaluation of its performance on 30 July 2015.

 

TENEMENT SCHEDULE

At 30 June 2016, the consolidated entity holds an interest in the following Australian tenements:

Project

Tenement

Area kms2

Area ha.

Holders

Company Interest

Molyhil

EL22349

228.10


Molyhil Mining Pty Ltd

100%

Molyhil

EL28948

16.50


Molyhil Mining Pty Ltd

100%

Molyhil

EL311130

60.23


Molyhil Mining Pty Ltd

100%

Molyhil         

ML23825


95.92

Molyhil Mining Pty Ltd

100%

Molyhil

ML24429


91.12

Molyhil Mining Pty Ltd

100%

Molyhil

ML25721


56.2

Molyhil Mining Pty Ltd

100%

Molyhil

AA29732


38.6

Molyhil Mining Pty Ltd

100%

Molyhil

MLS77


16.18

Molyhil Mining Pty Ltd

100%

Molyhil

MLS78


16.18

Molyhil Mining Pty Ltd

100%

Molyhil

MLS79


8.09

Molyhil Mining Pty Ltd

100%

Molyhil

MLS80


16.18

Molyhil Mining Pty Ltd

100%

Molyhil

MLS81


16.18

Molyhil Mining Pty Ltd

100%

Molyhil

MLS82


8.09

Molyhil Mining Pty Ltd

100%

Molyhil

MLS83


16.18

Molyhil Mining Pty Ltd

100%

Molyhil

MLS84


16.18

Molyhil Mining Pty Ltd

100%

Molyhil

MLS85


16.18

Molyhil Mining Pty Ltd

100%

Molyhil

MLS86


8.05

Molyhil Mining Pty Ltd

100%

Dundas

EL63/872

62.40


Hale Energy Limited

60%

 

At 30 June 2016, the consolidated entity holds an interest in the following tenements in the US State of Nevada:

Claim Group

Prospect

Claim Number

Area

Holders

Company Interest

Platoro

Desert Scheelite

NT #55 - 64

45blocks (611ha or 1,510 acres)


100%

Garnet

NT #9 - 18

 

Pilot Metals Inc

Gunmetal

NT #19 - 22, 6, 7


Good Hope

NT #1 - 5, 41 - 54


BFM 1

Black Fire Claims

BFM1 - BFM109

109blocks (1,481ha or 3,660 acres)

BFM Resources Inc

100%

BFM 2

Des Scheel East

BFM109 - BFM131

22blocks (299ha or 739Acre)

BFM Resources Inc

100%

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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