TIDMTHR
RNS Number : 2149O
Thor Energy PLC
29 September 2023
29 September 2023
Thor Energy Plc
("Thor" or the "Company")
Results for the year ended 30 June 2023
The directors of Thor Energy Plc (AIM/ASX: THR) are pleased to
provide the Company's audited annual financial results for the year
ended 30 June 2023.
The annual report will be posted to shareholders shortly.
The Board of Thor Energy Plc has approved this announcement and
authorised its release.
For further information on the Company, please visit the website
or please contact the following:
Thor Energy Plc
Nicole Galloway Warland, Managing Director Tel: +61 (8) 7324
Ray Ridge, CFO / Company Secretary 1935
Tel: +61 (8) 7324
1935
WH Ireland Limited (Nominated Adviser and Tel: +44 (0) 207
Joint Broker) 220 1666
Antonio Bossi / Darshan Patel
SI Capital Limited (Joint Broker) Tel: +44 (0) 1483
413 500
Nick Emerson
Yellow Jersey (Financial PR) thor@yellowjerseypr.com
Sarah Hollins / Shivantha Thambirajah / Tel: +44 (0) 20
Bessie Elliot 3004 9512
Competent Person's Report
The information in this report that relates to Exploration
Results and the Estimation and Reporting of Mineral Resource
Estimation is based on information compiled by Nicole Galloway
Warland, who holds a BSc Applied geology (HONS) and who is a Member
of The Australian Institute of Geoscientists. Ms Galloway Warland
is an employee of Thor Energy PLC. She has sufficient experience
which is relevant to the style of mineralisation and type of
deposit under consideration and to the activity which she is
undertaking to qualify as a Competent Person as defined in the 2012
Edition of the 'Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves'. Nicole Galloway
Warland consents to the inclusion in the report of the matters
based on her information in the form and context in which it
appears.
Updates on the Company's activities are regularly posted on
Thor's website , which includes a facility to register to receive
these updates by email, and on the Company's Twitter page.
About Thor Energy Plc
The Company is focused on uranium and energy metals that are
crucial in the shift to a 'green' energy economy. Thor has a number
of highly prospective projects that give shareholders exposure to
uranium, nickel, copper, lithium and gold. Our projects are located
in Australia and the USA.
Thor holds 100% interest in three uranium and vanadium projects
(Wedding Bell, Radium Mountain, and Vanadium King) in the Uravan
Belt Colorado and Utah, USA with historical high-grade uranium and
vanadium drilling and production results.
Thor owns 100% of the Ragged Range Project, comprising 92 km(2)
of exploration licences with highly encouraging early-stage gold
and nickel results in the Pilbara region of Western Australia.
At Alford East in South Australia, Thor is earning an 80%
interest in oxide copper deposits considered amenable to extraction
via In Situ Recovery techniques (ISR). In January 2021, Thor
announced an Inferred Mineral Resource Estimate(1). Thor also holds
a 30% interest in Australian copper development company
EnviroCopper Limited, which in turn holds rights to earn up to a
75% interest in the mineral rights and claims over the resource on
the portion of the historic Kapunda copper mine and the Alford West
copper project, both situated in South Australia, and both
considered amenable to recovery by way of ISR.(2)(3)
Thor holds 100% of the advanced Molyhil tungsten project,
including measured, indicated, and inferred resources , in the
Northern Territory of Australia, which was awarded Major Project
Status by the Northern Territory government in July 2020. Thor
executed a A$8m Farm-in and Funding Agreement with Investigator
Resources Limited (ASX: IVR) to accelerate exploration at the
Molyhil Project on 24 November 2022.(6)
Adjacent to Molyhil, at Bonya, Thor holds a 40% interest in
deposits of tungsten, copper, and vanadium, including Inferred
resource estimates for the Bonya copper deposit, and the White
Violet and Samarkand tungsten deposits. Thor's interest in the
Bonya tenement EL29701 is planned to be divested as part of the
Farm-in and Funding agreement with Investigator Resources
Limited.(6)
Notes
(1)
https://thorenergyplc.com/investor-updates/maiden-copper-gold-mineral-resource-estimate-alford-east-copper-gold-isr-project/
(2)
www.thorenergyplc.com/sites/thormining/media/pdf/asx-announcements/20172018/20180222-clarification-kapunda-copper-resource-estimate.pdf
(3)
www.thorenergyplc.com/sites/thormining/media/aim-report/20190815-initial-copper-resource-estimate---moonta-project---rns---london-stock-exchange.pdf
(4) https://thorenergyplc.com/investor-updates/molyhil-project-mineral-resource-estimate-updated/
(5)
www.thorenergyplc.com/sites/thormining/media/pdf/asx-announcements/20200129-mineral-resource-estimates---bonya-tungsten--copper.pdf
(6)
https://thorenergyplc.com/wp-content/uploads/2022/11/20221124-8M-Farm-in-Funding-Agreement.pdf
REVIEW OF OPERATIONS AND STRATEGIC REPORT
In January 2023, Thor Mining Plc changed its name to Thor Energy
Plc to reflect the Company's strategic focus on the 'green energy'
economy, with our uranium and vanadium projects in both Utah and
Colorado in the United States of America and our copper-REE
projects in Australia.
Significant exploration activities completed throughout the
financial year include:
1. The maiden 2000m drilling program at the Wedding Bell and
Radium Mountain projects confirms uranium mineralisation determined
by downhole gamma and assay and highlights broader enriched
vanadium halos.
2. High-resolution close-spaced airborne radiometric and
magnetics surveys were completed in June 2023 at all three uranium
projects in the United States.
3. Rare Earth Element (REE) discovery was announced at our
Alford East Project, with a review indicating that eight out of the
nine 2021 diamond drill holes intersected shallow, wide zones of
highly enriched REE results within copper-rich oxides zones of
IOCG-style (iron oxide copper-gold) mineralisation. When compared
to other REE Projects, these results compare very favourably in
terms of depth, thickness, and grade.
4. At the Alford West Copper Project (through Thor's 30% equity
interest in EnviroCopper Ltd), an Ambient Noise Tomography survey
using EXOSPHERE by Fleet(R) was successful in subsurface mapping a
portion of the Alford Copper Belt, enabling the future exploration
to be more efficient in exploration, minimising the environmental
impact and improving drill targeting.
5. Thor entered an AUD $8m farm-in Agreement with Investigator
Resources Ltd to accelerate the Molyhil Project located in the
Northern Territory.
6. Following a 2,000m reverse circulation drilling program at
Kelly's Prospect, Ragged Range, with six holes, it confirmed the
presence of moderate-grade copper and significant gold and silver
mineralisation.
Post-period end activities:
1. All approvals have been granted for the next round of
drilling at the Company's 100% Wedding Bell and Radium Mountain
projects.
2. Strong positive results were received from the heliborne
magnetic and radiometric surveys at both projects, with strong
uranium anomalies delineated and ground truthing underway.
3. A share capital consolidation of 10:1.
4. A collaboration with Fleet Space Technologies to undertake
Ambient Noise Tomography at Alford East Project, to accelerate
mineral exploration incorporating Fleet's EXOSPHERE by Fleet(R)
technology.
5. EnviroCopper Ltd received approval to commence Site
Environmental Lixiviant Trials "SELT" at the Kapunda Copper
Project, South Australia.
6. Thor successfully raised AUD$1m to help accelerate
exploration activities within the Uravan Mineral Belt in Colorado
and Utah for the Company's 100% owned uranium assets.
.
Photo 1: Helicopter-borne Magnetic and Radiometric Survey over
the Wedding Bell Project
URANIUM AND VANADIUM PROJECT - COLORADO AND UTAH, USA
Thor holds a 100% interest in two USA companies, with mineral
claims in Colorado and Utah, USA. The claims host uranium and
vanadium mineralisation within the Uravan Mineral Belt, which has a
history of high-grade uranium and vanadium production (Figure
1).
The projects benefit from easy access and are close to the White
Mesa toll-treating mill, which may be a low-hurdle processing
option for any production from these projects.
Figure 1 : Location Map of Colorado & Utah projects (left)
and Priority Drill Prospects at Wedding Bell Project (right)
The uranium-vanadium deposits within the Uravan Mineral Belt (
Figure 1 ), hosted mainly in the Salt Wash member of the Morrison
Formation on the Colorado Plateau, are classified by the
International Atomic Energy Agency (IAEA) as "Saltwash type"
sandstone-hosted uranium deposits. They are considered unique
amongst the sandstone-hosted type of deposits in that they are
predominantly vanadium (V(2) O(5) ) with accessory uranium (U(3)
O(8) ). They occur as tabular bodies in reduced sequences of highly
oxidised, feldspar-rich sandstones that have substantial fossilised
plant material. High-grade uranium and vanadium occur together
although vanadium has a much larger halo. Based on production
figures, the vanadium exceeds uranium in ratios ranging from 3:1 to
10:1 with the ratio increasing southward; averaging 5:1 in the
Wedding Bell/Radium Mountain Project area.
Larger deposits are found in paleochannels (braided streams in
the Jurassic period) where accumulations of plant material led to
more reduced conditions being retained over time. The Salt Wash
member consists of interbedded fluvial sandstone and
floodplain-type mudstone. The Salt Wash member is gently folded
into a shallow dome meaning it is often close to the surface or
exposed. The sandstone beds form cliffs or rims with the mudstone
units forming slopes. There are commonly four target sandstone
horizons, with the uppermost sandstone containing most of the ore
deposits.
Details of the projects may be found on the Thor website .
Thor's initial exploration focus is on exploring and accessing
the Wedding Bell and Radium Mountain projects in Colorado.
Drilling:
Thor's initial drilling program comprising 15 shallow rotary air
drillholes, confirmed uranium mineralisation along strike of
historical workings at Rim Rock and Groundhog Prospects, and within
the newly tested Section 23 prospect (Figure 1). These priority
prospects lie within the Company's 100% owned Wedding Bell and
Radium Mountain Projects located in the historic uranium-vanadium
mining district within the Uravan mineral belt, southwest Colorado,
USA (Figure 1).
Uranium mineralisation was intersected at all three prospects
confirming the prospectivity of the projects by increasing and
enhancing the uranium lateral continuity across the projects within
the Salt Wash Member of the Morrison Formation.
Key intersections include ( eU(3) O(8) denotes that the uranium
grade has been determined by downhole gamma logging, with vanadium
assays determined by XRF at the ALS laboratory) :
Groundhog
-- 2.1m @ 0.036% eU(3) O(8) from 85m (22WBRA012A), including
0.3m @ 0.14% eU(3) O(8)
-- 1.2m @ 0.034% eU(3) O(8) from 78m (22WBRA013), including
0.5m @ 0.5% eU(3) O(8)
Rim Rock
-- 0.3m @ 0.072% eU(3) O(8) from 59.7m (22WBRA014)
Section 23
-- 0.5m @ 0.051% eU(3) O(8) from 102.6m (22WBRA002)
-- 0.6m @ 0.021% eU(3) O(8) from 92.4 m (22WBRA011), and
-- 0.5m @ 0.03% eU(3) O(8) from 100m
Vanadium assay results include:
1.5m @ 2660ppm (0.27%) V(2) O(5) from 83.8m (22WB012A) -
Groundhog
1.5m @ 1776ppm (0.18%) V(2) O(5) from 59.4m (22WB014) - Rim
Rock
3.0m @ 1640ppm (0.16%) V(2) O(5) from 83.8m (22WB012) -
Groundhog
1.5m @ 1026ppm (0.10%) V(2) O(5) from 83.8m (22WB011) - Section
23
Section 23 (Figure 2) in the southeast corner of the Wedding
Bell claim blocks represents the only large area in the Project
with interpreted continuity of the uranium prospective Salt Wash
sandstone unit precluded from historic prospecting, drilling and
mine production. A small fence line of d rillholes (22WBRA01-
22WBRA0011) confirms uranium mineralisation within the lower
sandstone units of the Salt Wash Sandstone (Figure 3, Figure 4 and
Figure 5).
The Groundhog Mine area (Figure 2) consists of the upper and
lower historic mine workings (Photo 2). The upper workings are in
the lower unit of the Brushy Basin Shales whilst the more extensive
lower workings are in the Salt Wash Sandstone (Figure 2 and Figure
4). Two drillholes (22WBRA12 and 22WBRA013) tested and confirmed
lateral continuation of mineralisation to the south, with the
intersection of reduced sandstones hosting uranium mineralisation
in the first and second sandstone rims.
The Rim Rock Mine area (Figure 2) represents a vanadium-rich
target. The two drill holes (22WBRA014 and 22WBRA015) are designed
to straddle the east-southeast projection of the Rim Rock Mine, the
opening of which is located immediately to the west. The Rim Rock
Mine was the largest historic uranium-vanadium producer in the
project area.
Vanadium layers, such as this one targeted at Rim Rock, are
generally relatively low in uranium content (by the standards of
historical uranium mining in the Uravan District), and were usually
ignored by the miners, with the focus on high-grade uranium zones
only. The intersection in 22WBRA014 ( 0.3m @ 0.072% eU(3) O(8) from
59.7m) confirms the uranium mineralisation, as we await physical
samples for vanadium analysis.
For drillholes 22WBR010 to 22WBR014, where there are zones of
visual interest (reduced grey/green sandstone), with anomalous
scintillometer values, physical samples were collected for uranium
and vanadium assay, as well as multi-element geochemical analysis.
Sixty-seven (67) physical samples were collected and sent to either
the ALS laboratory or the Hazen laboratory ( Figure 2 ). The ALS
laboratory would not receive samples above 0.3 millisieverts (mSv -
background radiation dose), hence the addition of Hazen Laboratory
for 22WBR012 samples. Thor is currently doing some cross-lab sample
analysis as part of our QAQC process.
Vanadium layers, such as the one targeted at Rim Rock, are
generally relatively low in uranium content (by the standards of
historical uranium mining in the Uravan District). They are usually
ignored by the miners, with the focus on high-grade uranium zones
only (Photo 2). For instance, the uranium intersection in
22WBRA014: 0.3m @ 720ppm (0.072%) eU(3) O(8) from 59.7m, correlated
to a broader vanadium halo/zone of 1.5m @ 1776 ppm (0.18%) V(2)
O(5) from 59.4m.
Despite drillhole 22WBR012 collapsing prior to taking downhole
gamma probe readings, assay samples confirmed uranium and vanadium
mineralisation that correlates to the redrill of the hole a few
meters away, 22WBR012A:
-- 3.0m @ 519ppm U(3) O(8) and 1640ppm V(2) O(5) from 83.8m
(22WBR012)
-- 1.5m @ 601ppm U(3) O(8) and 2660ppm V(2) O(5) from 83.8m
(22WBR012A)
22WBR012A (Figure 3) highlights the positive correlation between
the gamma readings and the physical samples.
Photo 2: Drilling at Section 23, October 2022
Figure 2 : Stratigraphic section showing the uranium and
vanadium mineralised zone for 22WBR012 and 22WBR012A- Groundhog
Prospect
Magnetic and Radiometric Survey:
The helicopter-borne high-resolution aeromagnetic and
radiometric surveys completed in June 2023 , covered all three
projects, with a detailed line spacing of 50m and a nominal flight
height of 30m, for a total of 986 line kilometres. The surveys were
oriented north-south for all survey areas.
Radiometrics are a powerful first-pass exploration tool for
identifying uranium anomalies and this was the first time a
close-spaced survey has been flown in the region. The objective of
flying the radiometric surveys was to map out the natural spatial
distribution of the three radioactive elements (potassium (K),
thorium (Th) and uranium (U)) in the earth's crust, over the
project areas to assist with delineating any uranium anomalies in
untested areas, and potential extensions to known mineralisation
associated with the historic workings at both the Wedding Bell and
Radium Mountain projects.
Different ratio grids are used to interpret the radiometric data
with uranium squared divided by thorium (U(2) /Th) predominately
used as an indicator of anomalous uranium, with the uranium
anomalies displayed in energy order from red, green to light blue
(Figure 1 to 3). The aeromagnetic data will assist by defining key
secondary structures controlling fluid flow.
The surveys were flown by Precision GeoSurveys Inc, a Canadian
company that is experienced in flying surveys in this area, with
the geophysical data processing and filtering generated by
consultant geophysicist Kim Frankcombe, ExploreGeo Pty Ltd.
The radiometric surveys conducted at Wedding Bell and Radium
Mountain Projects, Colorado, have delineated several high-order
uranium anomalies. These are along strike of historic workings, as
well as over previously untested areas (Figure 3). The old mine
workings are very distinct in the radiometric uranium channel (red
anomalies as shown in Figure 1 and 3) due to ore and/or waste dumps
being in close vicinity to the workings. Pre 1950s, the focus in
the area was on mining the yellow uranium-vanadate secondary
carnotite mineralisation, not the high-grade primary uraninite and
coffinite mineralisation. Thus, Thor is systematically reviewing
the old workings (establishing if primary ore or only secondary was
mined) and digitising available historic mine plans.
There are also a few distinct 'red' uranium anomalies not
associated with historic workings, which may represent new areas to
test as a possible extension to know mineralisation, such as the
anomalies to the southeast of Groundhog ( Figure 3 ). More subtle
green and light blue anomalies, for example, around Section 23 (no
previous mining), may have a lower radiometric uranium order due to
sedimentary cover. However, they are equally valid anomalies,
warranting a follow-up ( Figure 3 ). Both priority uranium
anomalies will be drill-tested as part of the proposed upcoming
drilling program ( Figure 3 ).
At first pass, the structural interpretation of the magnetic
data shows a strong correlation between the historic workings and
key structures (Figure 2), with the dominant orientation
north-easterly (Figure 2). This could indicate increased porosity
or fluid conduits within the sediments, which allowed the uranium
and vanadium mineralisation to precipitate out. The known uranium
and vanadium mineralisation in the Uravan Mineral Belt is
noticeably elongated parallel to local sedimentary structures,
major palaeochannels, or axes of greater permeability. As a result,
key structural features along these trends and radiometric
anomalies will be further investigated, including ground truthing
(mapping and geochemical sampling) and priority ranking.
Figure 3 : Wedding Bell radiometric image (U2/Th ratio) draped
over DEM showing structural interpretation from magnetics data
relative to priority uranium anomalies in red, green, and light
blue.
The Vanadium King Project, Utah within the Thompson uranium
district of Utah is a greenfield exploration project with no
historic workings. The project area is predominantly covered by
Cretaceous Mancos Shales, with the targeted prospective uranium and
vanadium lithologies (Brushy Basin and Salt Wash Sandstone,
Morrison Formation) at approximately 100m below the surface (based
on historic oil wells drilled in the project area). The principal
objective of the heliborne magnetics was to delineate faults or key
structures that may control underlying potential uranium
mineralisation, with any associated radiometric anomalies
representing leakage from a discrete uranium source undercover. The
interpretation is preliminary and ongoing at this stage and will be
reviewed in conjunction with ground truthing. Drilling preparations
are now underway for follow-up drilling from the successful 2022
campaign at Section 23, Rim Rock, and Groundhog prospects.
COPPER PROJECTS - SOUTH AUSTRALIA
Thor holds direct and indirect interests in over 400,000 tonnes
of Inferred copper resources (Table A, B, & C) in South
Australia, via its 80% farm-in interest in the Alford East copper
project and its 30% interest in EnviroCopper Ltd (Alford West and
Kapunda Projects) (Figure 5). Each of these projects is considered
by Thor directors to have significant growth potential, and each is
being advanced towards development via low-cost, environmentally
friendly In-Situ Recovery (ISR) techniques (Figure 6).
For further information on ISR please refer to this link for an
informative video: www.youtube.com/watch?v=eG_1ZGD0WIw
Figure 4 : Alford East, Alford West & Kapunda Location Map
(left) and Alford Copper Belt (right)
ALFORD EAST COPPER-GOLD PROJECT - SOUTH AUSTRALIA (SA)
The Alford East Copper-Gold Project is located on EL6529, where
Thor is earning up to an 80% interest from unlisted Australian
explorer Spencer Metals Pty Ltd, covering portions of EL6255 and
EL6529 (AIM: 20 November 2020).
The Project covers the northern extension of the Alford Copper
Belt, located on the Yorke Peninsula, SA ( Figure 4 ). The Alford
Copper Belt is a semi-coherent zone of copper-gold-REE oxide
mineralisation, within a structurally controlled, north-south
corridor consisting of deeply kaolinised and oxidised troughs
within metamorphic units on the edge of the Tickera Granite, Gawler
Craton, SA.
Utilising historic drill hole information, Thor completed an
Inferred Mineral Resource Estimate (MRE), with summaries in Table A
(AIM: 26 January 2021), consisting of:
-- 125.6Mt @ 0.14% Cu containing 177,000t of copper
-- 71,500oz of contained gold
Rare Earth Element Drill Results:
A review of the Alford East Project geochemical data, in
particular, the drilling results from Thor's 2021 maiden drilling
program (ASX/AIM: 22 February 2022), highlighted shallow high-grade
REE results associated with the oxide copper-gold mineralisation (
Figure 5 ).
Significant REE drill intercepts (>500ppm TREO [1] )
include:
-- 21AED005: 36.7m @ 1568ppm (0.16%) TREO & 1.2% Cu from 6.3m,
including 11.8m @ 2095 ppm (0.21%) TREO and 1.2% Cu from 10m, and
11m @ 2088ppm (0.21%) TREO and 0.8% Cu from 47m,
including 2m @ 5042ppm (0.5%) TREO from 47m
-- 21AED002: 11.6m @ 1699ppm (0.17%) TREO and 0.26% Cu from 30.4m,
including 6.1m @ 2262ppm (0.22%) TREO from 34.0m
-- 21AED001: 16.8m @ 1721ppm (0.17%) TREO and 0.5% Cu from 91.4m
-- 21AED006: 29m @ 959ppm (0.1%) TREO from 20m, and
6.1m @ 1171ppm (0.12%) TREO and 0.1% Cu from 81m,
including 1.7m @ 3139ppm (0.31%) TRE0 from 84.3m
-- 21AED004: 13.1m @ 1366ppm (0.14%) TREO and 0.5% Cu from 42.8m,
including 1.4m @ 2274ppm (0.23%) TREO from 35m
-- 21AED007: 15m @ 961ppm (0.1%) and 0.12% Cu from 13m,
including 1.0m @ 2213ppm (0.22%) TREO from 19m
These wide zones of enriched REE occur in kaolin altered, oxide
zones of IOCG-style mineralisation.
Three drill hole cross-sections ( Figure 5 . Figure 6 , Figure 7
and Figure 8 ), illustrate the REE mineralisation with the copper
intercepts within the Mineral Resource Estimate (MRE) AE-5 area (
Figure 5 ), where Thor in 2021 drilled 9 HQ diamond drillholes
whilst targeting oxide copper mineralisation. The proximity to the
key structure on the eastern side of the sections suggests the REE
mineralisation is structurally controlled and associated with
significant metasomatic alteration and deep weathering or
kaolinisation of host rocks.
The kaolin association may represent an ionic style of REE
mineralisation, a highly valuable REE deposit class, often
characterised by favourable low-cost metallurgical recovery
compared with many other types of REE deposits.
This zone of oxide mineralisation lies in the Alford Copper
Belt, which in this area, is a structurally controlled, east-west
and north-south corridor consisting of deeply kaolinised and
oxidised troughs within unweathered metamorphic units, on the edge
of the Tickera Granite (Figure 1), Gawler Craton, SA.
Figure 5 : MRE Mineralisation Domains (left); Domain AE-5
showing drillhole collars (right)
Figure 6 : Cross Section 6256360mN showing REE (TREO) intercepts
with copper mineralisation.
Figure 7 : Cross Section 6256440mN showing REE (TREO) intercepts
with copper mineralisation.
Figure 8 : Cross Section 6256600mN showing REE (TREO) intercepts
with copper mineralisation.
In conjunction with the technical assessment, Thor will continue
ongoing stakeholder and community engagement, and regulatory
activities.
ENVIROCOPPER COPPER PROJECTS - SOUTH AUSTRALIA
Thor holds a 30% equity interest in the private Australian
company, EnviroCopper Limited ("ECL"). In turn, ECL has entered
into an agreement to earn, in two stages, up to 75% of the rights
over metals which may be recovered via In-Situ Recovery (ISR)
contained in the Kapunda deposit from Australian listed company,
Terramin Australia Limited ("Terramin" ASX: "TZN"), and rights to
75% of the Alford West copper project comprising the northern
portion of exploration licence EL5984, held by Andromeda Metals
Limited (ASX:ADN).
Information about EnviroCopper Limited and its projects can be
found on the EnviroCopper website .
ALFORD WEST
Alford West is located on the Yorke Peninsula, to the south of
Thor's Alford East Project ( Figure 4 ). Based on substantial
historic drilling, a Mineral Resource Estimate (MRE) was completed
in 2019 (AIM/ASX: 15 August 2019) on several of the deposits at
Alford West, totalling 66.1 million tonnes (MT) grading 0.17%
copper (Cu), containing 114,000 tonnes of contained copper, using a
cut-off grade of 0.05% Cu (Table B).
As part of its South Australian Government Accelerated Discovery
Initiative grant (up to A$30,000), ECL carried out an Ambient Noise
Tomography (ANT) survey over a portion of the Alford West project
using ExoSphere by Fleet(R) ( Figure 9 ) . This technology is a
particularly low-impact form of exploration and uses environmental
vibrations in the ground, caused by ocean waves, weather or
traffic, to analyse the earth's make-up down to 2000m depth.
The survey delineated the deep weathered "trough" like
structures in the survey area, that host the oxide copper-gold
mineralisation within the Alford Copper Belt ( Figure 9 ) . With
further processing and modelling, it may be possible to highlight
mineralised zones within these structures.
The subsurface ANT results will be integrated with information
that has been historically gathered by traditional air core and
diamond drilling. This will result in drill targets with the
potential for higher-grade oxide copper-gold mineralisation.
Figure 9 : 3D model showing the deeply weathered "trough"
structure, host to oxide copper-gold mineralisation in the Alford
Copper Belt.
KAPUNDA
The Kapunda ISR Copper-Gold Project is located approximately 90
kilometres north north-east of Adelaide, SA ( Figure 4 ). Terramin
and ECL have estimated a combined Resource of 47.4 million tonnes
at 0.25% copper containing 119,000 tonnes of copper using a 0.05%
copper cut-off, summarised in Table C. This Resource estimate is
only in respect of that part of the Kapunda mineralisation that is
considered amendable to ISR (copper oxides and secondary copper
sulphides) and only reports mineralisation that is within 100
metres of the surface (ASX:TZN - 12 February 2018).
Test work to date has demonstrated that both copper and gold are
recoverable, using a range of lixiviants, from historical drill
samples, and that the ground conditions will allow the flow of
fluids necessary for ISR production.
In August 2022, OZ Minerals Limited (ASX:"OZL") entered into an
agreement to fund technical investigations into ISR technology at
the Kapunda copper-gold ISR Project (AIM/ASX: 9 August 2022).
OZL's Think & Act Differently innovation team, through OZ
Exploration Pty Ltd, a subsidiary of OZL, has committed AUD $2.5m
over 18 months to investigating the potential economic extraction
of copper via ISR at the Kapunda Project (the "Research
Agreement"). This funding expands on previous work by ECL in
cooperation with CSIRO and the University of Adelaide under a CRC-P
grant (Commonwealth Research Centre Project). Any resulting IP from
the Research Agreement will be owned by ECL, and a license will be
granted to OZL which will be worldwide, perpetual, assignable,
irrevocable, and royalty-free.
Funding is non-dilutive to Thor's 30% interest in ECL.
ECL has now received approvals from the Government of South
Australia to commence in-situ Site Environmental Lixiviant Trials
(SELT) (AIM/ASX: 13 September 2023).
The purpose of the lixiviant trials is to assess the solubility
of copper mineralisation, and therefore copper recovery, using a
specially designed solution called a lixiviant under in-situ
conditions. The first stage involving injecting and extracting a
tracer solution (Sodium Bromide - NaBr) from the same well
successfully demonstrated the hydraulic connectivity between the
observation and environmental monitor well network. ECL will now
commence the next stage involving injecting and extracting
lixiviant from the same well to test copper solubility from the
mineralisation.
Key outcomes anticipated from lixiviant trials:
1. Hydraulic connectivity between wells
2. Copper solubility and recovery
3. Establish lixiviant and time parameters for design of the
Site Environmental Lixiviant Trials (SELT).
Photo 3: Push-Pull Tracer Trials at Kapunda
RAGGED RANGE (GOLD, COPPER, LITHIUM & NICKEL) - WESTERN
AUSTRALIA
The Ragged Range Project, located in the highly prospective
Eastern Pilbara Craton, Western Australia, is 100% owned by Thor
Energy - E46/1190, E46/1262, E46/1355, E46/1340, plus the recently
granted E46/1393 ( Figure 10 ). The Project is adjacent to
significant gold resources, including De Greys Hemi gold project
and two of the world's largest and globally significant spodumene
deposits at Wodgina (Mineral Resources Ltd) and Pilgangoora
(Pilbara Minerals).
Since acquiring the project, Thor has conducted several
geochemical and geophysical programs defining several priority
gold, nickel, lithium and copper prospects: including the Sterling
Prospect 13km gold corridor, Krona nickel gossan prospect, Kelly's
copper-gold prospect and the favourable lithium area to the north
around the Split Rock Supersuite ( Figure 10 ).
Details of the projects may be found on the Thor website .
Figure 10 : Location Map showing Ragged Range and tenement
licence area.
STERLING PROSPECT
A second follow-up drilling program at Sterling Prospect was
completed in July 2022 comprising 48 reverse circulation holes
totalling 3,120m , including one drillhole at Krona Prospect,
Ragged Range Project ( Figure 10 ).
This second phase of drilling tested interpreted dilational
zones (potential trap sites for mineralisation and the potential
source of the gold anomalies found in stream and soil samples).
Surface anomalism is associated with a series of faults and folds,
subparallel or at a low angle to the regional thrust faulted
contact (Norman Cairns Fault) between the Euro Basalt and the
Dalton Suite ultramafics ( Figure 10 ).
Drilling intercepted key zones of sericite-sulphide-quartz
alteration, with anomalous gold up to 6m @ 0.16 g/t Au at the
southern end of the prospect. Although the tenure of the gold
result is low these results demonstrate gold is present in the
system and warrant following up with detailed structural and
geochemical mapping.
Photo 4: RC drilling at Sterling Prospect
KRONA PROSPECT - Nickel Gossan
The Krona nickel gossan ( Figure 10 ) was initially identified
by the Western Australian Geological Survey on the Split Rock
1:100K mapping explanatory notes (Bagas et al., 2004), with Thor
undertaking a mapping and sampling program in mid-2020 (AIM/ASX: 31
July 2020). The gossan extends over 1km x 100m and sits at the base
of the Dalton Suite (ultramafic units), adjacent to the older
Felsic Volcanics of the Wyman Formation ( Figure 10 and Photo Plate
5). This position of the gossan at the base of the ultramafic
contact is significant from a geological nickel-sulphide model
perspective.
A high-powered Fixed Loop Electromagnetics (FLEM) ground
geophysics survey was completed over the Krona Prospect in June
2022, covering the full extent of the nickel gossan (AIM/ASX: 17
June 2022). The survey over the gossan was designed to detect
conductive anomalies at a depth that may indicate the presence of
massive nickel-copper sulphide mineralisation to constrain initial
drill testing. The single loop FLEM survey over the Krona prospect
identified a conductor at the southern end of the gossan ( Figure
11 ). The conductor was modelled as a shallow flat-lying feature
approximately 100m deep and is consistent with sulphides. The
shallow (100m) conductor gave Thor a clear drill target, which was
subsequently drill-tested in July 2022 as part of the RC program at
the adjacent Sterling Prospect.
The drillhole intersected 66m @ 0.19% Nickel from 81m, however
with minimum sulphides, hitting the edge of the FLEM conductor.
This hole was cased in preparation for a Downhole Electromagnetic
Survey ("DHEM") survey which was completed in August 2022. The DHEM
geophysics survey revealed an off-hole conductor at around 85m
consistent with sulphides and warrants drill testing to
validate.
Figure 11 : Krona Prospect showing Electromagnetic conductor
beneath Nickel Gossan and the drillhole
Photo Plate 5: Krona Nickel Gossan
Lithium Prospectivity
The Pilbara Craton is highly prospective for
lithium-caesium-tantalum ( LCT) enriched pegmatites and hosts two
large and globally significant spodumene deposits at Wodgina
(Mineral Resources Ltd) and Pilgangoora (Pilbara Minerals).
Kelly's Prospect - Gold/Copper
The Kelly's area covers several historic copper-gold and
copper-base metals mines and prospects. The copper mineralisation
is associated with the dacitic Boobina Porphyry, close to the
margin of the Corunna batholith, and intrudes the Kelly greenstone
belt ( Figure 12 ).
At Kelly's Mine, historic production between 1955-1970, although
small, was of very high grade - 610t of ore averaging 19.47% Cu (
Figure 10 and Figure 12 ).(1)
Historical exploration has been sporadic, with no systematic
approach over the Kelly's area. Thor will be targeting areas of
mineralisation, zones of alteration, shears/faults and zones of
brecciation.
A small reconnaissance drilling program included six holes along
Kelly's Ridge, two below the historic Kelly's copper workings and
two at the Kelly's NE Prospect ( Figure 12 ).
Drilling at Kelly's Ridge was designed to test below the
high-grade rock chips, returning up to 15g/t Au and 535g/t Ag along
the 1km silicified ridge at the contact between the Boobina
Porphyry and Euro Basalt, as well as testing below and along strike
of the historic drillhole (DDHK2(1) ) that intersected 1.5m @
22.97g/t gold, located at the porphyry-basalt contact ( Figure 12
and Photo Plate 6). The recent drillholes appear to have stopped
short of fully testing the targeted contact, with follow-up
drilling proposed angled from the west to east.
Beneath the historic Kelly's copper workings, copper was
intercepted with anomalous gold and silver warranting further
review.
At the Kelly's NE Prospect, high-grade gold (up to 7.2g/t Au)
and copper (up to 13.6 % Cu) identified in rock chips (AIM/ASX: 7
December 2022) was tested by two drillholes, 22RRRC057 and
22RRC058. Wide intersections of low-grade copper were intersected
in the first hole from shallow depth with moderate grade intercepts
in the second hole both at surface and at depth. Surprisingly the
tenor of gold with the copper is subdued, from assays received to
date, compared to the surface rock chips.
Significant results received to date include (greater than 0.1%
Cu and 0.1 g/t Au):
Kelly's Ridge
-- 22RRRC049: 1m @ 0.91 g/t Au from 40m
-- 22RRRC052: 1m @ 0.15g/t Au and 1.6% Zn from 196m
Kelly's Mine
-- 22RRRC056: 8m @ 1.31% Cu and 0.1g/t Au from 4m (22RRRC056), including
3m @ 2.9% Cu, 0.17g/t Au and 39g/t Ag from 7m
Kelly's NE
-- 22RRRC057: 4m @ 0.13% Cu from 20m
-- 22RRRC058: 19m @ 0.15% Cu from 8m, including
3m @ 0.24% Cu from 24m, and
3m @ 0.29% Cu, 0.12g/t Au, 8.5g/t Ag, 1.1% Pb, and 0.25% Zn from
133m
The Ragged Range project is underexplored, therefore Thor is
progressively assessing targets across the tenure for drill
testing, focusing on Gold, Nickel, Lithium and Copper.
Reference :
(1) https://www.mindat.org/loc-122951.html
Figure 12 : Kelly's Prospect, highlighting proposed drill
collars and gold in rock chips .
Photo Plate 6: Kelly's Prospect Ridge
MOLYHIL TUNGSTEN PROJECT - NORTHERN TERRITORY
The 100% owned Molyhil tungsten-molybdenum-copper project is
located 220 km north-east of Alice Springs (320km by road) within
the prospective polymetallic province of the Proterozoic Eastern
Arunta Block in the Northern Territory ( Figure 13 ).
The project consists of two adjacent outcropping iron-rich skarn
bodies, the northern 'Yacht Club' lode and the 'Southern' lode.
Both lodes are marginal to a granite intrusion; both lodes contain
scheelite (CaWO(4) ) and molybdenite (MoS(2) ) mineralisation. Both
the outlines of the lodes and the banding within the lodes strike
approximately north and dip steeply to the east.
In November 2022, Thor through its wholly-owned subsidiary
Molyhil Mining Pty Ltd ("Molyhil"), signed a Heads of Agreement
("HOA") with ASX-listed mineral exploration and development company
Investigator Resources Limited (ASX: "IVR") to fund the accelerated
exploration of Thor's 100%-owned Molyhil tenements (the
"Tenements"), in the Northern Territory and the sale of Thor's
interest in the Bonya tenement (EL29701).
Figure 13: Location Map
Highlights:
-- HOA signed with IVR, through its wholly-owned subsidiary Fram
Resources Pty Ltd ("Fram"), for Fram's earn-in and the creation of
a new joint venture to accelerate the exploration of the Molyhil
tenements. For further details, refer to Note 7 of the Annual
Financial Statements.
-- Fram to earn-in, via a 3-stage process, to 80% interest in
the Tenements and acquire Thor's 40% interest in the Bonya tenement
(EL29701).
-- Fram will provide expenditure for a total value of up AUD$8m
to explore for minerals within the Tenements and manage the joint
venture exploration activities. If a Mineral Resource (in
accordance with JORC 2012) is defined, the joint venture will
develop and exploit such a resource, if it is economically feasible
to do so.
-- Thor is to receive up to a total of AUD$100,000 in cash and
AUD$500,000 of Investigator Resources shares through the reduction
of its holding in the Tenements, via Fram's three-stage earn-in,
and the sale of Thor's interest in the Bonya tenement.
-- If Fram does not complete the required commitments of stage 1
by the agreed commitment date, Fram must pay any shortfall amount
of the committed expenditure to Molyhil to satisfy the
requirements.
-- The agreement enables Thor to focus on its priority USA
Uranium assets and the multi-commodity Ragged Range Project, while
retaining an interest in the Molyhil Project.
BONYA (TUNGSTEN, COPPER, VANADIUM) - NORTHERN TERRITORY
Adjacent to Molyhil, the Bonya tenements, in which Thor holds a
40% interest, host outcropping tungsten/copper resources, a copper
resource and a vanadium deposit (Figure 14).
The joint venture reported a maiden resource estimate in March
2020 for the White Violet and Samarkand deposits (Table E and
F).
The sale of Thor's 40% portion of the Bonya tenement (EL29701)
is part of the Molyhil Farm-in Agreement with Investigator
Resources.
Figure 14 : Showing Bonya prospects in proximity to Molyhil
Details of the projects may be found on the Thor website .
SPRING HILL GOLD PROJECT - NORTHERN TERRITORY
In September 2020, the Company announced the AUD$1m sale of its
royalty entitlement from the Spring Hill gold project in the
Northern Territory. The sale agreement provides for receipt of
AUD$400,000 on completion (received), followed by two production
milestone payments of AUD$300,000 each.
JORC (2012) Compliant Mineral Resources and Reserves
Table A: Alford East Mineral Resource Estimate (Reported 22
January 2021)
Domain Tonnes Cu % Au g/t Contained Contained
(Mt) Cu (t) Au (oz)
AE_1 24.6 0.12 0.021 30,000 16,000
------- ----- ------- ---------- ----------
AE_2 6.8 0.13 0.004 9,000 1,000
------- ----- ------- ---------- ----------
AE_3 34.9 0.09 0.022 33,000 25,000
------- ----- ------- ---------- ----------
AE_4 8.0 0.11 0.016 8,000 4,000
------- ----- ------- ---------- ----------
AE_5 11.0 0.22 0.030 24,000 11,000
------- ----- ------- ---------- ----------
AE-8 31.3 0.19 0.008 61,000 8,000
------- ----- ------- ---------- ----------
AE-7 7.7 0.14 0.025 10,000 6,000
------- ----- ------- ---------- ----------
AE-6 1.3 0.13 0.011 2,000 500
------- ----- ------- ---------- ----------
Total 125.6 0.14 0.018 177,000 71,500
------- ----- ------- ---------- ----------
Notes:
-- Thor is earning up to 80% interest in oxide material from Spencer Metals
-- MRE reported on oxide material only, at a cut-off grade of
0.05% copper which is consistent with the assumed ISR
technique.
-- Minor rounding errors may occur in compiled totals.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table B: Alford West Copper Mineral Resource Estimate (Reported
15 August 2019)
Resource Classification COG Deposit Volume Tonnes Cu Cu metal Au Au (Oz)
(Cu %) (Mm3) (Mt) (%) (tonnes) (g/t)
Inferred 0.05 Wombat 20.91 46.5 0.17 80,000
-------- -------- ------- ------- ----- ---------- ------- --------
Bruce 5.51 11.8 0.19 22,000
-------- -------- ------- ------- ----- ---------- ------- --------
Larwood 3.48 7.8 0.15 12,000 0.04 10,000
-------- -------- ------- ------- ----- ---------- ------- --------
Total 29.9 66.1 0.17 114,000
------- ------- ----- ---------- ------- --------
Notes:
-- EnviroCopper is earning a 75% interest in this resource, and
Thor holds 30% equity in EnviroCopper.
-- All figures are rounded to reflect the appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- Cut-off grade used of 0.05% Cu.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table C: Kapunda Resource Summary 2018 (Reported 12 February
2018)
Resource Copper
-----------------------------------------
Mineralisation Classification MT Grade % Contained Cu (t)
---------------------- ------------------- -------- --------- --------------------
Copper Oxide Inferred 30.3 0.24 73,000
Secondary copper
sulphide Inferred 17.1 0.27 46,000
---------------------- ------------------- -------- --------- --------------------
Total 47.4 0.25 119,000
------------------------------- -------- --------- --------------------
Notes:
-- EnviroCopper is earning a 75% interest in this resource, and
Thor holds 30% equity in EnviroCopper.
-- All figures are rounded to reflect the appropriate levels of
confidence. Apparent differences may occur due to rounding.
-- Cut-off of 0.05% Cu.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table D: Molyhil Mineral Resource Estimate (Reported March 31,
2021)
Classification '000 WO(3) Mo Cu Fe
Tonnes
--------
Grade Tonnes Grade Tonnes Grade Tonnes Grade %
% % %
---------------- -------- ----- ------ ----- ------- ----- ------ --------
Measured 464 0.28 1,300 0.13 600 0.06 280 19.12
Indicated 2,932 0.27 7,920 0.09 2,630 0.05 1,470 18.48
Inferred 990 0.26 2,580 0.12 1,170 0.03 300 14.93
-------- ----- ------ ----- ------- ----- ------ --------
Total 4,386 0.27 11,800 0.10 4,400 0.05 2,190 17.75
-------- ----- ------ ----- ------- ----- ------ --------
Notes:
-- All figures are rounded to reflect the appropriate level of
confidence. Apparent differences may occur due to rounding.
-- Cut-off of 0.07% WO3.
-- 100% owned by Thor Energy Plc, subject to the farm-in Agreement with Investigator Resources.
-- To satisfy the criteria of reasonable prospects for eventual
economic extraction, the Mineral Resources have been reported down
to 200 m RL which defines material that could be potentially
extracted using open pit mining methods.
Table E: Bonya Tungsten Mineral Resources (announced 29 January
2020)
WO(3) Cu
Oxidation Tonnes
% Tonnes % Tonnes
White
Violet Inferred Oxide 25,000 0.41 90 0.16 40
Fresh 470,000 0.21 980 0.06 260
Sub Total 495,000 0.22 1,070 0.06 300
Samarkand Inferred Oxide 25,000 0.11 30 0.07 20
Fresh 220,000 0.20 430 0.13 290
Sub Total 245,000 0.19 460 0.13 310
Combined Inferred Oxide 50,000 0.26 120 0.14 60
Fresh 690,000 0.21 1,410 0.08 550
Total 740,000 0.21 1,530 0.09 610
------------------------ ------------ --------- ------ ------- ------ -------
Notes:
-- 0.05% WO3 cut-off grade.
-- Totals may differ from the addition of columns due to rounding.
-- Thor holds 40% equity interest in this project.
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Table F: Bonya Copper Mineral Resources (announced 26 November
2018)
Cu
Oxidation Tonnes
% Tonnes
Oxide 25,000 1.0 200
Inferred Fresh 210,000 2.0 4,400
Total 230,000 2.0 4,600
------------------------ --------- ----- -------
Notes:
-- 0.2% Cu cut-off grade.
-- Totals may differ from the addition of columns due to rounding.
-- Thor holds 40% equity interest in this project
-- The Company is not aware of any information or data which
would materially affect this previously announced resource
estimate, and all assumptions and technical parameters relevant to
the estimate remain unchanged.
Principal risks and uncertainties
The management of the business and the execution of the Group's
strategy are subject to a number of risks. The key business risks
affecting the Group are set out below.
Risks are formally reviewed by the Board, and appropriate
processes are put in place to monitor and mitigate them. If more
than one event occurs, it is possible that the overall effect of
such events would compound the possible adverse effects on the
Group.
Exploration risks
The exploration and mining business is controlled by a number of
global factors, principally supply and demand which in turn is a
key driver of global mineral prices; these factors are beyond the
control of the Group. Exploration is a high-risk business and there
can be no guarantee that any mineralisation discovered will result
in proven and probable reserves or go on to be an operating mine.
At every stage of the exploration process the projects are
rigorously reviewed to determine if the results justify the next
stage of exploration expenditure ensuring that funds are only
applied to high priority targets.
The principal assets of the Group comprising the mineral
exploration licences are subject to certain financial and legal
commitments. If these commitments are not fulfilled the licences
could be revoked. They are also subject to legislation defined by
the Government; if this legislation is changed it could adversely
affect the value of the Group's assets.
Dependence on key personnel
The Group and Company is dependent upon its executive management
team and various technical consultants. Whilst it has entered into
contractual agreements with the aim of securing the services of
these personnel, the retention of their services cannot be
guaranteed. The development and success of the Group depends on its
ability to recruit and retain high quality and experienced staff.
The loss of the service of key personnel or the inability to
attract additional qualified personnel as the Group grows could
have an adverse effect on future business and financial
conditions.
Uninsured risk
The Group, as a participant in exploration and development
programmes, may become subject to liability for hazards that cannot
be insured against or third-party claims that exceed the insurance
cover. The Group may also be disrupted by a variety of risks and
hazards that are beyond control, including geological, geotechnical
and seismic factors, environmental hazards, industrial accidents,
occupational and health hazards and weather conditions or other
acts of God.
Funding risk
The only sources of funding currently available to the Group are
through the issue of additional equity capital in the parent
company or through bringing in partners to fund exploration and
development costs. The Company's ability to raise further funds
will depend on the success of the Group's exploration activities
and its investment strategy. The Company may not be successful in
procuring funds on terms which are attractive and, if such funding
is unavailable, the Group may be required to reduce the scope of
its exploration activities or relinquish some of the exploration
licences held for which it may incur fines or penalties.
Financial risks
The Group's operations expose it to a variety of financial risks
that can include market risk (including foreign currency, price and
interest rate risk), credit risk, and liquidity risk. The Group has
a risk management programme in place that seeks to limit the
adverse effects on the financial performance of the Group by
monitoring levels of financial commitments. The Group does not use
derivative financial instruments to manage interest rate costs and,
as such, no hedge accounting is applied.
Section 172(1) Statement - Promotion of the Company for the
benefit of the members as a whole
The Directors believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members
as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
-- Consider the likely consequences of any decision in the long term
-- Act fairly between the members of the Company
-- Maintain a reputation for high standards of business conduct
-- Consider the interests of the Company's employees
-- Foster the Company's relationships with suppliers, customers and others
-- Consider the impact of the Company's operations on the community and the environment
The Company continues to progress with its portfolio of
exploration projects and investments, which are inherently
speculative in nature and, without regular income, is dependent
upon fund-raising for its continued operation. The pre-revenue
nature of the business is important to the understanding of the
Company by its members, employees and suppliers, and the Directors
are as transparent about the cash position and funding requirements
as is allowed under AIM Rules for Companies.
An example of how the Company implemented S172 can be
demonstrated from the impact of COVID-19 on Thor's operations which
caused some disruption mainly in respect of the following:
-- Ensuring the health and safety of our staff and contractors;
-- Logistical issues surrounding supporting field operations; and
-- Volatility of capital markets and Thor's ability to secure equity capital.
These issues have all been directly addressed. In terms of
health of our staff we put in place standard practices to minimise
the risk of COVID-19 contraction or spread: working from home where
appropriate, the use of face masks in public in compliance with
local requirements and ensuring the availability of sanitiser and
social distance in the office environment. Travel to major
population centres was minimised where possible and the Company
retains a strict policy of staff staying at home if they feel
unwell.
As a mining exploration Company with projects in Australia and
United States of America, the Board takes seriously its ethical
responsibilities to the communities and environment in which it
works. Wherever possible, local communities are engaged in the
geological operations & support functions required for field
operations. The regions in which the Company operates have native
title laws. The Company is respectful of native title rights and
engages proactively with local communities. In addition, we are
careful to manage the environmental obligations of our work, and in
particular undertake site rehabilitation programmes, and prepare
mine management plans, in accordance with local laws and
regulations. Our goal is to meet or exceed standards, in order to
ensure we maintain our social licence to operate from the
communities with which we interact.
We abide by the local, including relevant UK, Australian and US
laws on anti-corruption & bribery.
The interests of our employees are a primary consideration for
the Board. Personal development opportunities are supported and
health and safety are central to planning for field
expeditions.
Other information
Other information that is usually found in the Strategic report
has been included in the Directors report.
Directors' Report
The Directors are pleased to present this year's annual report
together with the consolidated financial statements for the year
ended 30 June 2023.
Review of Operations
The net result of operations for the year was a loss of
GBP520,000 (2022 loss: GBP1,253,000).
A detailed review of the Group's activities is set out in the
Review of Operations & Strategic Report.
Directors' Report
The Directors are pleased to present this year's annual report
together with the consolidated financial statements for the year
ended 30 June 2023.
Review of Operations
The net result of operations for the year was a loss of
GBP520,000 (2022 loss: GBP1,253,000).
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:
Alastair Clayton - Non-Executive Chairman
Alastair is a financier and geologist, has over 25 years'
experience in the mining and exploration industry, identifying,
financing and developing mineral, energy and materials processing
projects in Australia, Europe and Africa. He was previously a
Director of ASX100-list Uranium Developer Extract Resources where
he represented major shareholder AIM-listed Kalahari Minerals on
the Board. He was part of the team responsible for the eventual
A$2.2B sale to CGNPC in 2012. He was also Chairman of ASX-listed
Uranium Developer Bannerman Resources Limited and was a founding
Director of ASX-listed Universal Coal which was sold to Terracom in
2021 for A$175m.
Nicole Galloway Warland - Managing Director
Ms Galloway Warland, who graduated from the University of
Technology, Sydney with a BSc (Hons) Applied Geology, has had a
career spanning more than 25 years in the mining and exploration
industry, working across a broad range of jurisdictions and
geological provinces in Australia, Eastern Europe and South
America.
Nicole's experience spans from grass roots exploration to
project evaluation to open cut & underground mining with a
commodity focus of gold, copper, nickel, uranium & lithium.
Mark McGeough BSc dual honours Geol/Geog, FAusIMM -
Non-Executive Director
Mr McGeough is an experienced geologist who has spent nearly 40
years in Australia exploring for gold, IOCG copper-gold,
silver-lead-zinc and uranium. He was involved in the discovery of
the White Dam gold deposit in South Australia and the Theseus
uranium deposit in WA.
Mark's career includes a variety of small, mid-size and large
mining companies including Chinova Resources, Toro Energy, Xstrata
Copper, Mount Isa Mines and AGIP Australia. For Chinova Resources,
Mark combined the role of General Manager Exploration with
technical director roles for subsidiary companies. From 2005 to
2008 Mark was also the Manager of the SA Geological Survey,
promoting the PACE program.
Ray Ridge - BA(Acc), CA, GIA(cert)
Chief Financial Officer / Joint Company Secretary
Mr Ridge is a chartered accountant with over 25 years accounting
and commercial management experience. Previous roles include Senior
Audit Manager with Arthur Andersen, Financial Controller and then
Divisional CFO with Elders Ltd, and General Manager Commercial
& Operations at engineering and construction company Parsons
Brinckerhoff. Mr Ridge is company secretary for two other ASX
listed companies.
Stephen F Ronaldson - Joint Company Secretary (UK)
Mr Stephen Ronaldson is the joint company secretary as well as a
partner of the Company's UK solicitors, Druces LLP.
Mr Ronaldson has an MA from Oriel College Oxford and qualified
as a solicitor in 1981. During his career Mr Ronaldson has
concentrated on company and commercial fields of practice
undertaking all issues relevant to those types of businesses
including capital raises, mergers and acquisitions, Financial
Services and Markets Act work, placings and admissions to AIM,
AQUIS and other regulated markets. Mr Ronaldson is currently
company secretary for a number of quoted companies including AIM
listed companies.
Executive Director Service contracts
All Directors are appointed under the terms of a Directors
letter of appointment. Applicable from October 2020, each
appointment provides for annual fees of Australian dollars $50,000
for services as Directors inclusive of the 10.5% as a company
contribution to Australian statutory superannuation scheme (11%
from 1 July 2023). The agreement allows that any services supplied
by the Directors to the Company and any of its subsidiaries in
excess of two days in any calendar month, may be invoiced to the
Company at market rate, currently at A$1,000 per day for each
Director.
Principal activities and review of the business
The principal activities of the Group are the exploration for
and potential development of gold, copper, uranium, vanadium,
tungsten and other mineral deposits, with a focus on uranium and
energy metals that are crucial in the shift to a 'green' energy
economy.
The Group's existing exploration project portfolio
comprises:
-- The 100% owned Ragged Range Project in the Pilbara region of Western Australia.
-- 100% owned mineral claims in the US states of Colorado and
Utah within the Uranvan Mineral Belt, with historical high-grade
uranium and vanadium production results.
-- Thor is earning an 80% interest in the Alford East
Copper-Gold Project in South Australia. The project contains copper
gold oxide mineralisation considered amenable to extraction via In
Situ Recovery techniques (ISR). Alford East has an Inferred Mineral
Resource Estimate of 177,000 tonnes contained copper & 71,500
oz of contained gold.
-- Thor holds 30% of EnviroCopper Limited (ECL). ECL holds 1) an
agreement to earn, in two stages, up to 75% of the rights over
metals which may be recovered via in-situ recovery (ISR) contained
in the Kapunda deposit, from Australian listed company, Terramin
Australia Limited (ASX: TZN) and 2) a right to earn up to a 75%
interest in the Moonta Copper Project, which comprises the northern
section of exploration licence EL5984 held by Andromeda Metals
Limited (ASX: ADN).
-- Thor currently holds 100% of the advanced Molyhil
Tungsten-Molybdenum Project in the Northern Territory of Australia,
together with a 40% interest in deposits of tungsten, copper, and
vanadium, in two tenements adjacent to Molyhil. On 24 November
2022, the Company announced the signing of a binding Heads of
Agreement with ASX-listed mineral exploration and development
company Investigator Resources Limited (ASX: IVR, "IVR"), to fund
the accelerated exploration of the Molyhil tenements, whereby IVR,
has the right to earn, via a three-stage process, up to an 80%
interest in the Molyhil tenements.
Business Review and future developments
A review of the current and future development of the Group's
business is provided in the Review of Operations & Strategic
Report.
Results and dividends
The Group incurred a loss after taxation of GBP520,000 (2021
loss: GBP1,253,000). No dividends have been paid or are
proposed.
Key Performance Indicators
Given the nature of the business and that the Group is in the
exploration and development phase of operations, the Directors are
of the opinion that analysis using KPIs is not appropriate for an
understanding of the development, performance or position of our
businesses at this time.
At this stage, management believe that the carrying value of
exploration assets and the management of cash is the main
performance indicator which is monitored closely to ensure the
group has sufficient funds to advance its exploration assets.
Events occurring after the reporting period
At the date these financial statements were approved, the
Directors were not aware of any other significant post balance
sheet events other than those set out in note 21 to the financial
statements.
Substantial Shareholdings
At 12 September 2023, there was one disclosable interest in 3%
or more of the nominal value of the Company's shares:
-- On 28 March 2023, the Company lodged in the UK a substantial
holder notice received from Damost Pty Ltd, noting an interest of
207,000,000 Ordinary Shares (held as CDIs) being 8.65% in the total
ordinary shares on issue at that time.
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 2023
or their date of resignation if prior to 30 June 2023, were
follows:
Ordinary Shares/CDIs Options
30 June 2023 30 June 2022 30 June 2023 30 June 2022
Alastair Clayton - - 8,000,000 8,000,000
Nicole Galloway Warland 1,250,000 250,000 16,000,000 16,000,000
Mark McGeough 1,956,765 1,861,765 8,000,000 8,000,000
Directors' Remuneration
The remuneration arrangements in place for directors and other
key management personnel of Thor Energy PLC, are outlined
below.
The Company remunerates the Directors at a level commensurate
with the size of the Company and the experience of its Directors.
The Board has reviewed the Directors' remuneration and believes it
upholds the objectives of the Company with regard to this issue.
Details of the Director emoluments and payments made for
professional services rendered are set out in Note 4 to the
financial statements.
The Australian based directors are paid on a nominal fee basis
of A$50,000 per annum, and UK based directors are paid the GBP
equivalent of A$50,000 at an agreed average foreign exchange rate,
with the exception of Ms Nicole Galloway Warland who received a
salary in her respective executive role, no further fees were
payable to Ms Galloway Warland as Executive Director.
Directors and Officers
Summary of amounts paid to Key Management Personnel
The following table discloses the compensation of the Directors
and the key management personnel of the Group during the year.
2023 Salary Total Fees Short-term
and Shares Post Employment for Services employee Total
Fees issued Super rendered benefits Options Benefit
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Directors
Alastair Clayton 28 - - 28 28 - 28
Nicole Galloway
Warland 130 - 14 144 144 - 144
Mark McGeough 31 - 3 34 34 - 34
Key Personnel
Ray Ridge 41 - - 41 41 6 47
2023 Total 230 - 17 247 247 6 253
------- ------- --------------- ------------- ---------- ------- --------
2022 Salary Total Fees Short-term
and Shares Post Employment for Services employee Total
Fees issued Super rendered benefits Options Benefit
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Directors
Alastair Clayton 21 - - 21 21 52 73
Mark Potter 29 - - 29 29 52 81
Nicole Galloway
Warland 127 - 13 140 140 79 219
Mark McGeough 25 - 2 27 27 52 79
Michael Billing 19 - 1 20 20 - 20
Key Personnel
Ray Ridge 46 - - 46 46 6 52
2022 Total 267 - 16 283 283 241 524
------- ------- --------------- ------------- ---------- ------- --------
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:
2023 Meetings held whilst in Office Meetings attended
Alastair Clayton 7 7
Nicole Galloway Warland 7 7
Mark McGeough 7 7
Corporate Governance
The Board have chosen to apply the ASX Corporate Governance
Principles and Recommendations (ASX Corporate Governance Council,
4(th) Edition) as the Company's chosen corporate governance code
for the purposes of AIM Rule 26. Consistent with ASX listing rule
4.10.3 and AIM rule 26, this document details the extent to which
the Company has followed the recommendations set by the ASX
Corporate Governance Council during the reporting period. A
separate disclosure is made where the Company has not followed a
specific recommendation, together with the reasons and any
alternative governance practice, as applicable. This information is
reviewed annually.
The Company does not have a formal nomination committee, however
it does formally consider board succession issues and whether the
board has the appropriate balance of skills, knowledge, experience,
and diversity. This evaluation is undertaken collectively by the
Board, as part of the annual review of its own performance.
Whilst a separate Remuneration Committee has not been formed,
the Company undertakes alternative procedures to ensure a
transparent process for setting remuneration for Directors and
Senior staff, that is appropriate in the context of the current
size and nature of the Company's operations. The full Board fulfils
the functions of a Remuneration Committee, and considers and agrees
remuneration and conditions as follows:
-- All Director Remuneration is set against the market rate for
Independent Directors for ASX listed companies of a similar size
and nature.
-- The financial package for the Managing Director is
established by reference to packages prevailing in the employment
market for executives of equivalent status both in terms of level
of responsibility of the position and their achievement of
recognised job qualifications and skills.
The Company does not have a separate Audit Committee, however
the Company undertakes alternative procedures to verify and
safeguard the integrity of the Company's corporate reporting, that
are appropriate in the context of the current size and nature of
the Company's operations, including:
-- the full Board, in conjunction with the Australian Company
Secretary, fulfils the functions of an Audit Committee and is
responsible for ensuring that the financial performance of the
Group is properly monitored and reported.
-- in this regard, the Board is guided by a formal Audit
Committee Charter which is available on the Company's website at
https://thorenergyplc.com/about-us/#corporate-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.thorenergyplc.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 regards to the environment.
Employment Policies
The Group will be committed to promoting policies which ensure
that high calibre employees are attracted, retained and motivated,
to ensure the ongoing success for the business. Employees and those
who seek to work within the Group are treated equally regardless of
gender, age, marital status, creed, colour, race or ethnic
origin.
Health and Safety
The Group's aim will be to achieve and maintain a high standard
of workplace safety. In order to achieve this objective, the Group
will provide training and support to employees and set demanding
standards for workplace safety.
Payment to Suppliers
The Group's policy is to agree terms and conditions with
suppliers in advance; payment is then made in accordance with the
agreement provided the supplier has met the terms and conditions.
Under normal operating conditions, suppliers are paid within 60
days of receipt of invoice.
Political Contributions and Charitable Donations
During the period the Group did not make any political
contributions or charitable donations.
Annual General Meeting ("AGM")
This report and financial statements will be presented to
shareholders for their approval at the AGM. The Notice of the AGM
will be distributed to shareholders together with the Annual
Report.
Auditors
A resolution to reappoint PKF Littlejohn LLP will be considered
at the Company's next Annual General Meeting expected to be held
mid to late November 2023.
Statement of disclosure of information to auditors
As at the date of this report the serving Directors confirm
that:
-- So far as each Director is aware, there is no relevant audit
information of which the Company's auditors are unaware, and
-- they have taken all the steps that they ought to have taken
as Directors in order to make themselves aware of any relevant
audit information and to establish that the Company's auditor is
aware of that information.
Going Concern
The Directors note the losses that the Group has made for the
Year Ended 30 June 2023. The Directors have prepared cash flow
forecasts for the period ending 30 September 2024 which take
account of the current cost and operational structure of the
Group.
The cost structure of the Group comprises a high proportion of
discretionary spend and therefore in the event that cash flows
become constrained, some costs can be reduced to enable the Group
to operate with a lower level of available funding. As a junior
exploration company, the Directors are aware that the Company must
go to the marketplace to raise cash to meet its exploration and
development plans, and/or consider liquidation of its investments
and/or assets as is deemed appropriate.
The Directors expect that further funds can be raised and it is
appropriate to prepare the financial statements on a going concern
basis, however there can be no certainty that any fundraise will
complete. These conditions indicate existence of a material
uncertainty related to events or conditions that may cast
significant doubt about the Group's ability to continue as a going
concern, and, therefore, that it may be unable to realise its
assets and discharge its liabilities in the normal course of
business. These financial statements do not include the adjustments
that would be required if the Group could not continue as a going
concern.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare group and parent
company financial statements for each financial year. Under that
law the Directors have prepared the group and parent company
financial statements in accordance with and UK-adopted
international accounting standards. Under company law the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
group and parent company and of the profit or loss of the group and
the parent company 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 accounting estimates that are reasonable and prudent;
-- state whether applicable UK-adopted international 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 and the parent
company will continue in business.
The Directors confirm that they have complied with the above
requirements in preparing the financial statements.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Electronic communication
The maintenance and integrity of the Company's website is the
responsibility of the Directors: the work carried out by the
auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were
initially presented on the website.
The Company's website is maintained in accordance with AIM Rule
26.
Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from
legislation in other jurisdictions.
This report was approved by the Board on 28 September 2023.
Alastair Clayton Ray Ridge
Non-Executive Chairman Chief Financial Officer
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF THOR ENERGY PLC
Opinion
We have audited the financial statements of Thor Energy Plc (the
'parent company') and its subsidiaries (the 'group') for the year
ended 30 June 2023 which comprise the Consolidated and Parent
Company Statements of Comprehensive Income, the Consolidated and
Parent Company Statements of Financial Position, the Consolidated
and Parent Company Statements of Cash Flows, the Consolidated and
Parent Company Statements of Changes in Equity and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted international
accounting standards.
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 2023 and of the group's
and parent company's loss for the year then ended;
-- have been properly prepared in accordance with UK-adopted
international accounting standards; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
and parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 1c in the financial statements, which
indicates that conditions exist that may cast doubt on the group's
and parent company's ability to continue as a going concern. The
group incurred a net loss of GBP0.5m, had net cash outflows from
operating activities of GBP0.620m in the year and has cash
resources of GBP0.898m as at the year-end. Based on cash flow
forecasts prepared by management, all current cash resources will
be used prior to the 12 months period from the date on which these
financial statements are approved and thus the group and parent
company will be required to raise additional funds.
As stated in note 1c, these events or conditions, along with the
other matters as set forth in note 1c, indicate that a material
uncertainty exists that may cast significant doubt on the company's
ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the company's ability to
continue to adopt the going concern basis of accounting
included:
-- Discussions with management of their assessment of the
Group's ability to continue as a going concern
-- Assessing the reasonableness of projected cashflow and working capital assumptions; and
-- Critically evaluating the revenue and cost projections underlying the cashflow model.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Our application of materiality
The concept of materiality is applied by the auditor both in
planning and performing the audit, and in evaluating the effect of
identified misstatements on the audit and of uncorrected
misstatements on the financial statements and in forming the
opinion in the auditor's report. Misstatements, including
omissions, are considered to be material if they, individually or
in the aggregate, could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
Materiality for the group financial statements as a whole was
GBP150,000 (2022: GBP148,00) with performance materiality set at
GBP105,000 (2022: GBP103,600), being 70% (2022: 70%) of group
materiality. Materiality for the financial statements as a whole
was based upon 1.0% (2022: 1.0%) of the group's gross assets.
In determining group materiality, we deemed assets to be the
main driver of the business as the group is in the exploration
stage with no revenue currently being generated. In determining
performance materiality, the significant judgements made were our
experience with auditing the financial statements of the group in
previous years, the number and quantum of identified misstatements
in the prior year audit and management's attitude towards
correcting misstatements identified.
We agreed with those charged with governance that we would
report all individual audit differences identified for the group
during the course of our audit in excess of GBP7,500 (2022:
GBP7,400) together with any other audit misstatements below that
threshold that we believe warranted reporting on qualitative
grounds.
Materiality applied to the parent company's financial statements
was GBP120,000 (2022: GBP120,000) with performance materiality set
at GBP84,000 (2022: GBP84,000), being 70% of the parent company's
materiality.
The benchmark for materiality of the parent company was 0.8%
(2022: 0.8%) of the parent company's gross assets. The significant
judgements used by us in determining this were that total assets
are the primary measure used by the shareholders in assessing the
performance of the parent company. The percentage applied to this
benchmark has been selected to bring into scope all significant
classes of transactions, account balances and disclosures relevant
for the shareholders, and also to ensure that matters that would
have a significant impact on the reported result were appropriately
considered.
In determining performance materiality for the parent company,
the significant judgements made were our experience with auditing
the financial statements of the parent company in previous years
based on the number and quantum of identified misstatements in the
prior year audit and management's attitude to correcting
misstatements identified.
We agreed those charged with governance that we would report all
individual audit differences identified for the parent company
during the course of our audit in excess of GBP6,000 (2022:
GBP6,000) together with any other audit misstatements below that
threshold that we believe warranted reporting on qualitative
grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed
the risks of material misstatement in the financial statements. In
particular, we looked at areas involving significant accounting
estimates and judgement by the directors and considered future
events that are inherently uncertain such as the carrying value of
the exploration intangible assets.
As in all of our audits, we also addressed the risk of
management override of internal controls, including among other
matters consideration of whether there was evidence of bias by the
directors that represented a risk of material misstatement due to
fraud. Exploration and evaluation activities take place within the
subsidiaries based in Australia and this is also the location of
the accounting function.
Of the group's 6 components, including the parent company, 2
were subject to full scope audits for group purposes, a targeted
scope review was performed on a further 3 components assessed as
material and the remaining component was subject to analytical
review as it was not significant or material to the group.
The components not subject to full scope audits contained only
balances that eliminated on consolidation, or specific balances
material to the financial statements. The parent company was
audited separately to the materiality level noted above.
All work with respect to the components has been performed by a
component auditor under our instruction. The parent company audit
was principally performed in London, conducted by PKF Littlejohn
LLP using a team with specific experience of auditing mining
exploration entities and publicly listed entities. The Senior
Statutory Auditor interacted regularly with the component audit
teams during all stages of the audit and was responsible for the
scope and direction of the audit process. This gave us sufficient
and appropriate audit evidence to support the audit opinion of the
group and parent company financial statements.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. In
addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters
described below to be the key audit matters to be communicated in
our report. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters.
Key Audit Matter How our scope addressed this
matter
Valuation of intangible fixed
assets (refer to Note 7)
==================================================================
The group holds exploration Our work included the following:
and evaluation assets with a
carrying value of GBP12.7m which * Obtaining the impairment assessment, where required,
relates to the Molyhill Mine prepared by management and reviewing for
and Bonya tenements in the Northern reasonableness;
Territory of Australia and the
Ragged Range Pilbara Project
in Western Australia. * Obtaining the current exploration licences and
ensuring that they remain valid;
The carrying value and recoverability
of these assets are tested annually
for impairment. The estimated * Making enquiries of management over the future plans
recoverable amount of this balance for each license including obtaining cashflow
is subjective due to the inherent projections where necessary and corroborating to
uncertainty involved in the minimum spend requirements attached to licences;
assessment of exploration projects.
As a result, there is a risk
that the valuation of intangible * Reviewing for indicators of impairment listed in IFRS
fixed assets is materially incorrect. 6;
* Reviewing the working papers and reporting
deliverables of component auditors;
* Reviewing the exploration and evaluation expenditures
to assess their eligibility for capitalisation under
IFRS 6 by corroborating to the original source
documentation; and
* Reviewing the disclosures presented in the financial
statements for accuracy and that they are in
accordance with IFRS disclosure requirements.
==================================================================
Valuation of parent company's
investment in, and loans to,
subsidiaries (refer Note 8a
& 8b)
==================================================================
The carrying value of the net Our work included:
investment in, and loans to, * Confirmation of ownership of investments;
subsidiaries are GBP14.0m. and
is dependent on the value of
the underlying assets. The valuation * Reviewing the value of the net investment in
of the exploration projects subsidiaries against the underlying assets, including
and other assets held by the exploration projects and other assets held by the
subsidiaries is based on judgments subsidiaries, and verifying and corroborating the
and estimates made by the Directors. judgments and estimates used by management to assess
The exploration projects are the recoverability of investments and intercompany
at an early stage of exploration receivables.
and therefore there are continued
risks pertaining to the successful
development as well as the assessment * Consideration of recoverability of investments by
of the commercial viability reference to underlying net asset values;
of the exploration assets. There
is a risk that the judgments
and estimates made by the Directors * Ensured disclosures made in the financial statements
may not be reliable, which could in relation to critical accounting judgements are
result in a material misstatement adequate; and
in the carrying value of the
investments in subsidiaries
and related intercompany receivables. * Reviewing component auditor responses in relation to
the Group's subsidiaries, including any indications
Given the financial significance of impairment or changes in the recoverability of the
and the estimation/judgment investments in each subsidiary.
required by management, we have
identified the risk of recoverability
of receivables and investments
in subsidiaries as a key audit
matter.
==================================================================
Other information
The other information comprises the information included in the
annual financial report, other than the financial statements and
our auditor's report thereon. The directors are responsible for the
other information contained within the annual report. Our opinion
on the group and parent company financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the statement of directors'
responsibilities, the directors are responsible for the preparation
of the group and parent company financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements,
the directors are responsible for assessing the group and the
parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the group and parent company
and the sector in which they operate to identify laws and
regulations that could reasonably be expected to have a direct
effect on the financial statements. We obtained our understanding
in this regard through discussions with management and our
experience of the resource exploration sector.
-- We determined the principal laws and regulations relevant to
the parent company and group in this regard to be those arising
from:
o Companies Act 2006;
o AIM, ASX & OTCQB listing rules;
o ASX corporate governance principles;
o Local laws and regulations in UK, Australia and USA where the
group operates; and
-- We designed our audit procedures to ensure the audit team
considered whether there were any indications of non-compliance by
the group and parent company with those laws and regulations. These
procedures included, but were not limited to:
o Enquires of management
o Review of Board minutes
o Review of legal expenses
o Review of RNS announcements
-- We also identified the risks of material misstatement of the
financial statements due to fraud. We considered, in addition to
the non-rebuttable presumption of a risk of fraud arising from
management override of controls, that there is a potential for
management bias in relation to the going concern of the group and
the parent company and as noted above, we addressed this by
challenging the assumptions and judgements made by management when
auditing that significant accounting estimate.
-- As in all of our audits, we addressed the risk of fraud
arising from management override of controls by performing audit
procedures which included, but were not limited to: the testing of
journals; reviewing accounting estimates for evidence of bias; and
evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
-- As part of the group audit, we have communicated with
component auditors the fraud risks associated with the group and
the need for the component auditors to address the risk of fraud in
their testing. To ensure that this has been completed, we have
reviewed component auditor working papers in this area and obtained
responses to our group instructions from the component
auditors.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .
This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone, other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Zahir Khaki (Senior Statutory 15 Westferry Circus
Auditor) Canary Wharf
For and on behalf of PKF Littlejohn London E14 4HD
LLP
Statutory Auditor
28 September 2023
Statements of Comprehensive Income for the year ended 30 June
2023
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2023 2022 2023 2022
Administrative expenses (146) (112) (202) (229)
Corporate expenses (523) (624) (239) (283)
Share based payments expense (39) (285) (39) (285)
Realised gain/(loss) on financial
assets 5 77 5 80
Exploration expenses (3) (27) - -
Net impairment of subsidiary loans - - (1,011) 434
Net impairment of investments - - (247) (116)
Write off/Impairment of exploration
assets 7 - - - -
Operating Loss 3 (706) (971) (1,733) (399)
Interest received 4 - - -
Interest paid (3) (2) - -
Share of profit of associate, accounted
for using the equity method 8d (27) - - -
Fair value adjustment on financial
assets FVTPL 8c 19 (542) 19 (542)
Profit on sale of assets 129 202 129 50
Loss on the sale of investments - (11) - (11)
Sundry income 64 71 - 41
Loss before Taxation (520) (1,253) (1,585) (861)
Taxation 5 - - - -
Loss for the year attributable to
the equity holders (520) (1,253) (1,585) (861)
------- ------- ------- ---------
Other comprehensive income:
Items that may be subsequently reclassified
to profit or loss:
Exchange differences on translating
foreign operations (1,057) 418 - -
Other comprehensive income for the
period, net of income tax (1,057) 418 - -
------- ------- ------- ---------
Loss for the year and total comprehensive
loss attributable to the equity holders (1,577) (835) (1,585) (861)
======= ======= ======= =========
Basic & diluted loss per share attributable
to the equity holders 6 (0.2)p (0.6)p
The accompanying notes form an integral part of these financial
statements.
Statements of Financial Position at 30 June 2023 Co No:
05276414
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2023 2022 2023 2022
ASSETS
Non-current assets
Intangible assets - deferred exploration
costs 7 12,681 12,329 - -
Investment in subsidiaries 8a - - 71 318
Loans to subsidiaries 8b - - 13,926 12,650
Financial assets at fair value through
profit or loss 8c - 395 - 395
Investments accounted for using the
equity method 8d 520 589 - -
Deposits 9 105 68 - -
Right of use asset 10 59 - - -
Plant and equipment 11 51 62 - -
Total non-current assets 13,416 13,443 13,997 13,363
-------- -------- -------- -----------
Current assets
Cash and cash equivalents 17 898 1,173 172 1,096
Trade receivables & other assets 12 35 236 - 11
Financial assets at fair value through
profit or loss 8c 124 - 124 -
Total current assets 1,057 1,409 296 1,107
-------- -------- -------- -----------
Total assets 14,473 14,852 14,293 14,470
-------- -------- -------- -----------
LIABILITIES
Current liabilities
Trade and other payables 13 (115) (397) (29) (30)
Employee annual leave provision (42) (32) - -
Lease Liability 14 (24) - - -
-------- -------- -------- -----------
Total current liabilities (181) (429) (29) (30)
-------- -------- -------- -----------
Non-Current Liabilities
Lease Liability 14 (37) - - -
Total non-current liabilities (37) - - -
-------- -------- -------- -----------
Total liabilities (218) (429) (29) (30)
-------- -------- -------- -----------
Net assets 14,255 14,423 14,264 14,440
======== ======== ======== ===========
Equity
Issued share capital 15 3,850 3,812 3,850 3,812
Share premium 27,813 26,632 27,813 26,632
Foreign exchange reserve 1,035 2,092 - -
Merger reserve 405 405 405 405
Share based payments reserve 16 938 866 938 866
Retained losses (19,786) (19,384) (18,742) (17,275)
-------- -------- -------- -----------
Total shareholders equity 14,255 14,423 14,264 14,440
======== ======== ======== ===========
The accompanying notes form part of these financial statements.
These Financial Statements were approved by the Board of Directors
on 28 September 2023 and were signed on its behalf by:
Alastair Clayton
Non-Executive Chairman
Ray Ridge
Chief Financial Officer
Statements of Cash Flows for the year ended 30 June 2023
Consolidated Company
Note GBP'000 GBP'000 GBP'000 GBP'000
2023 2022 2023 2022
Cash flows from operating activities
Operating Loss (706) (971) (1,733) (399)
Sundry income 64 71 - 32
Decrease/(increase) in trade and other
receivables 14 (26) 11 11
(Decrease)/increase in trade and other
payables (61) 10 1 (4)
Depreciation 30 15 - -
Impairment subsidiary loans - - 1,011 (434)
Impairment investments in subsidiaries - - 246 116
Share based payment expense 39 285 39 285
Exclusivity fee received in shares - (10) -
Net cash outflow from operating activities (620) (626) (425) (393)
------- ------- ------- -------
Cash flows from investing activities
Interest received 4 - - -
Interest paid (3) (2) - -
R&D and Grants for exploration expenditure 304 216 - -
Payments for exploration expenditure (1,680) (1,634) - -
Loans to controlled entities - - (2,287) (1,701)
Payments for bonds (42) (25) - -
Purchase of property, plant & equipment (8) (60) - -
Proceeds from sale of assets 418 135 418 135
Proceeds from the sale of investments - 58 - 58
Net cash in/(out)flow from investing
activities (1,007) (1,312) (1,869) (1,508)
------- ------- ------- -------
Cash flows from financing activities
Finance lease repaid (12) (10) - -
Net issue of ordinary share capital 1,370 2,334 1,370 2,334
------- ------- ------- -------
Net cash inflow from financing activities 1,358 2,324 1,370 2,334
------- ------- ------- -------
Net increase in cash and cash equivalents (269) 386 (924) 433
Exchange gain on cash and cash equivalents (6) 4 - -
Cash and cash equivalents at beginning
of period 1,173 783 1,096 663
------- ------- ------- -------
Cash and cash equivalents at end of
period 898 1,173 172 1,096
======= ======= ======= =======
Major non-cash transactions
The Company has issued options to a broker for services provided
as part of a capital raising, with a value of GBP151,000.
Statements of Changes in Equity For the year ended 30 June
2023
Share
Issued Based
share Share Retained Foreign Currency Translation Merger Payment
Consolidated capital premium losses Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 July
2021 3,773 24,379 (18,236) 1,674 405 314 12,309
Loss for the
period - - (1,253) - - - (1,253)
Foreign currency
translation
reserve - - - 418 - - 418
Total
comprehensive
(loss) for the
period - - (1,253) 418 - - (835)
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
Transactions with owners in their capacity as owners
Shares issued 39 2,536 - - - - 2,575
Cost of shares
issued - (283) - - - - (283)
Options
exercised/lapsed - - 105 - - (105)
Options issued - - - - - 657 657
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
At 30 June 2022 3,812 26,632 (19,384) 2,092 405 866 14,423
========== ========== ========== ============================= ========== ========== =======
Balance at 1 July
2022 3,812 26,632 (19,384) 2,092 405 866 14,423
Loss for the
period - - (520) - - - (520)
Foreign currency
translation
reserve - - - (1,057) - - (1,057)
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
Total
comprehensive
(loss) for the
period - - (520) (1,057) - - (1,577)
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
Transactions with owners in their capacity as owners
Shares issued 38 1,433 - - - - 1,471
Cost of shares
issued - (252) - - - - (252)
Options
exercised/lapsed - - 118 - - (118) -
Options issued - - - - - 190 190
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
At 30 June 2023 3,850 27,813 (19,786) 1,035 405 938 14,255
========== ========== ========== ============================= ========== ========== =======
Company
Balance at 1 July
2021 3,773 24,379 (16,519) - 405 314 12,352
Loss for the
period - - (861) - - - (861)
---------- ---------- ---------- ---------- -------
Total
comprehensive
(loss) for the
period - - (861) - - - (861)
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
Transactions with owners in their capacity as owners
Shares issued 39 2,536 - - - - 2,575
Cost of shares
issued - (283) - - - - (283)
Options
exercised/lapsed - - 105 - - (105) -
Options issued - - - - - 657 657
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
At 30 June 2022 3,812 26,632 (17,275) - 405 866 14,440
========== ========== ========== ============================= ========== ========== =======
Balance at 1 July
2022 3,812 26,632 (17,275) - 405 866 14,440
Loss for the
period - - (1,585) - - - (1,585)
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
Total
comprehensive
(loss) for the
period - - (1,585) - - - (1,585)
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
Transactions with owners in their capacity as owners
Shares issued 38 1,433 - - - - 1,471
Cost of shares
issued - (252) - - - - (252)
Options
exercised/lapsed - - 118 - - (118) -
Options issued - - - - - 190 190
---------- ---------- ---------- ----------------------------- ---------- ---------- -------
At 30 June 2023 3,850 27,813 (18,742) - 405 938 14,264
========== ========== ========== ============================= ========== ========== =======
Notes to the Accounts for the year ended 30 June 2023
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Energy Plc for the year
ended 30 June 2023 were authorised for issue by the Board on 28
September 2023 and the Statements of Financial Position signed on
the Board's behalf by Alastair Clayton and Ray Ridge. The Company's
ordinary shares are traded on the AIM Market operated by the London
Stock Exchange, on the Australian Securities Exchange and on the
OTCQB market in the United States .
b) Statement of compliance with IFRS
The Consolidated Financial Statements of Thor Energy Plc (the
"Group") have been prepared in accordance with UK-adopted
International Accounting Standards ("IAS"). These accounting
policies comply with each IAS that is mandatory for accounting
periods ending on 30 June 2023.
c) Basis of preparation and Going Concern
The consolidated financial statements have been prepared on the
historical cost basis, except for the measurement of assets and
financial instruments to fair value as described in the accounting
policies below, and on a going concern basis.
The financial report is presented in Sterling and all values are
rounded to the nearest thousand pounds ("GBP'000") unless otherwise
stated.
The consolidated entity incurred a net loss before tax of
GBP520,000 during the period ended 30 June 2023, and had a net cash
outflow of GBP1,627,000 from operating and investing activities.
The consolidated entity continues to be reliant upon capital
raisings for continued operations and the provision of working
capital.
The Group's cash flow forecast for the 12 months ending 30
September 2024, highlight the fact that the Company is expected to
continue to generate negative cash flow over that period, inclusive
of the discretionary exploration spend. The Board of Directors are
of the view that the injection of funds into the Group during the
next 12 months need to be undertaken, and based on the history of
successfully raising funds, the Directors believe that any further
necessary funds will be raised in order for the Group to remain
cash positive for the whole period. If additional capital is not
obtained, the going concern basis may not be appropriate, with the
result that the Group may have to realise its assets and extinguish
its liabilities, other than in the ordinary course of business and
at amounts different from those stated in the financial report.
The Directors expect that further funds can be raised and it is
appropriate to prepare the financial statements on a going concern
basis, however there can be no certainty that any fundraise will
complete. These conditions indicate existence of a material
uncertainty related to events or conditions that may cast
significant doubt about the Group's ability to continue as a going
concern, and, therefore, that it may be unable to realise its
assets and discharge its liabilities in the normal course of
business. These financial statements do not include the adjustments
that would be required if the Group could not continue as a going
concern.
d) Basis of consolidation
The consolidated financial statements comprise the financial
statements of Thor Energy PLC and its controlled entities. The
financial statements of controlled entities are included in the
consolidated financial statements from the date control commences
until the date control ceases.
The Group applies the acquisition method of accounting to
account for business combinations where the acquisition meets the
definition of a business combination under IFRS 3. The
consideration transferred for the acquisition of a subsidiary is
the fair values of the assets transferred, the liabilities incurred
to the former owners of the acquiree and the equity interests
issued by the Group. The consideration transferred includes the
fair value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the
acquisition date.
Acquisition-related costs are expensed as incurred unless they
result from the issuance of shares, in which case they are offset
against the premium on those shares within equity.
The financial statements of subsidiaries are prepared for the
same reporting period as the parent company, using consistent
accounting policies.
All intercompany balances and transactions have been eliminated
in full.
e) Intangible assets - deferred exploration costs
Exploration, evaluation and development expenditure incurred is
accumulated in respect of each identifiable area of interest. These
costs are only carried forward to the extent that they are expected
to be recouped through the successful development of the area or
where activities in the area have not yet reached a stage which
permits reasonable assessment of the existence of economically
recoverable reserves.
Exploration, evaluation and development expenditure are not
amortised, as all areas of interest remain in the pre-production
phase.
Accumulated costs in relation to an abandoned area are written
off in full against the income statement in the year in which the
decision to abandon the area is made.
A review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to
that area of interest.
Restoration, rehabilitation and environmental costs necessitated
by exploration and evaluation activities are expensed as incurred
and treated as exploration and evaluation expenditure.
Exploration and evaluation assets recorded at fair-value on
acquisition
Exploration assets which are acquired are recognised at fair
value. When an acquisition of an entity whose only significant
assets are its exploration asset and/or rights to explore, the
Directors consider that the fair value of the exploration assets is
equal to the consideration. Any excess of the consideration over
the capitalised exploration asset is attributed to the fair value
of the exploration asset.
f) Interest Revenue
Interest revenue is recognised as it accrues using the effective
interest rate method.
g) Deferred taxation
Deferred income tax is provided on all temporary differences at
the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting
purposes.
Deferred income tax assets are recognised for all deductible
temporary differences, carry-forward of unused tax assets and
unused tax losses, to the extent that it is probable that taxable
profit will be available against which the deductible temporary
differences and the carry-forward of unused tax credits and unused
tax losses can be utilised.
Unrecognised deferred income tax assets are reassessed at each
balance sheet date and are recognised to the extent that it has
become probable that future taxable profit will allow the deferred
tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the
balance sheet date.
The amount of any claim received during the year from the
Australian Government for eligible exploration expenditure claimed
as a Research & Development Tax Incentive and other grants are
treated as an offset or reduction of the deferred exploration
costs. The amounts received in the year ended 30 June 2023 was
A$546,000 or approximately GBP304,000 (30 June 2022: A$406,000 or
approximately GBP216,000).
h) Financial liabilities
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case
of loans and borrowings and payables, net of directly attributable
transaction costs. The Group's financial liabilities include trade
and other payables.
Subsequent measurement
The measurement of financial liabilities depends on their
classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss
include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value
through profit or loss. Financial liabilities are classified as
held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Group that are
not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also
classified as held for trading unless they are designated as
effective hedging instruments. Gains or losses on liabilities held
for trading are recognised in the statement of profit or loss and
other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are
subsequently measured at amortised cost using the EIR method. Gains
and losses are recognised in the statement of profit or loss and
other comprehensive income when the liabilities are derecognised,
as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included as finance costs
in the statement of profit or loss and other comprehensive
income.
Derecognition
A financial liability is derecognised when the associated
obligation is discharged or cancelled or expires.
When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange
or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in profit or loss and
other comprehensive income.
Liabilities within the scope of IFRS 9 are classified as
financial liabilities at fair value through profit and loss or
other liabilities, as appropriate.
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are
recognised initially at fair value and subsequently at amortised
cost.
i) Foreign currencies
The Company's functional currency, and the Group's
presentational currency, is Sterling is Sterling ("GBP"). Each
entity in the Group determines its own functional currency and
items included in the financial statements of each entity are
measured using that functional currency. As at the reporting date
the assets and liabilities of these subsidiaries are translated
into the presentation currency of Thor Energy PLC at the rate of
exchange ruling at the balance sheet date and their Income
Statements are translated at the average exchange rate for the
year. The exchange differences arising on the translation are taken
directly to a separate component of equity.
All other differences are taken to the Income Statement with the
exception of differences on foreign currency borrowings, which, to
the extent that they are used to finance or provide a hedge against
foreign equity investments, are taken directly to reserves to the
extent of the exchange difference arising on the net investment in
these enterprises. Tax charges or credits that are directly and
solely attributable to such exchange differences are also taken to
reserves.
j) Share based payments
During the year the Group has provided share-based remuneration
to service providers, in the form of share options. For further
information refer to Note 16.
The cost of equity-settled transactions is measured by reference
to the fair value of the services provided. If a reliable estimate
cannot be made, the fair value of the Options granted is based on
the Black-Scholes model.
In valuing equity-settled transactions, no account is taken of
any performance conditions, other than conditions linked to the
price of the shares of Thor Energy 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) 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.
l) Fair value measurement
IFRS 13 establishes a single source of guidance for all fair
value measurements. IFRS 13 does not change when an entity is
required to use fair value, but rather provides guidance on how to
measure fair value under IFRS when fair value is required or
permitted. IFRS 13 mainly impacts the disclosures of the Company.
It requires specific disclosures about fair value measurements and
disclosures of fair values.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either:
o In the principal market for the asset or liability; or
o In the absence of a principal market, in the most advantageous
market for the asset or liability
The principal or the most advantageous market must be accessible
by the Group.
The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the
asset or liability, assuming that market participants act in their
economic best interest.
A fair value measurement of a non-financial asset takes into
account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset
in its highest and best use.
The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or
disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest
level input that is significant to the fair value measurement as a
whole:
Level 1 - Quoted (unadjusted) market prices in active markets
for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or
indirectly observable
Level 3 - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is
unobservable
For assets and liabilities that are recognised in the financial
statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by
re-assessing categorisation (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end
of each reporting period.
For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of the
nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy, as explained above.
m) Financial assets
(i) Classification
The Group classifies its financial assets at amortised cost and
at fair value through the profit or loss. The classification
depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial
assets at initial recognition.
(ii) Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised
on the trade date at cost - the date on which the Group commits to
purchasing or selling the asset. Financial assets are derecognized
when the rights to receive cash flows from the assets have expired
or have been transferred, and the Group has transferred
substantially all of the risks and rewards of ownership .
Fair value through the profit or loss
Financial assets that do not meet the criteria for being
measured at amortised cost or FVTOCI are measured at FVTPL. The
Group holds equity instruments that are classified as FVTPL as
these were acquired principally for the purpose of selling in the
near term.
Financial assets at FTVPL, are measured at fair value at the end
of each reporting period, with any fair value gains or losses
recognised in profit or loss. Fair value is determined by using
market observable inputs and data as far as possible. Inputs used
in determining fair value measurements are categorised into
different levels based on how observable the inputs used in the
valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for identical items
(unadjusted)
- Level 2: Observable direct or indirect inputs other than Level
1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market
data).
The classification of an item into the above levels is based on
the lowest level of the inputs used that has a significant effect
on the fair value measurement of the item. Transfers of items
between levels are recognised in the period they occur.
The Group measures its investments in quoted shares using the
quoted market price.
(iii) Impairment of financial assets
The Group recognises an allowance for expected credit losses
(ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all
the cash flows that the Group expects to receive, discounted at an
approximation of the original EIR. The expected cash flows will
include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
At each reporting date, the Group assesses whether financial
assets carried at amortised cost are credit impaired. A financial
asset is credit-impaired when one or more events that have a
detrimental impact on the estimated future cash flows of the
financial asset have occurred.
(iv) Derecognition
The Group derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire, or when
it transfers the financial asset and substantially all the risks
and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised
cost, the difference between the asset's carrying amount and the
sum of the consideration received and receivable is recognised in
profit or loss. This is the same treatment for a financial asset
measured at FVTPL.
n) Investments
Investments in subsidiary undertakings are stated at cost less
any provision for impairment in value, prior to their elimination
on consolidation.
Investments in associates are initially recognised at cost and
subsequently accounted for using the equity method "Equity
accounted investments". Any goodwill or fair value adjustment
attributable to the Group's share in the associate is not
recognised separately and is included in the amount recognised as
investment in associate. The carrying amount of the investment in
associates is increased or decreased to recognise the Group's share
of the profit or loss and other comprehensive income of the
associate, adjusted where necessary to ensure consistency with the
accounting policies of the Group. Unrealised gains and losses on
transactions between the Group and its associates are eliminated to
the extent of the Group's interest in those entities. Where
unrealised losses are eliminated, the underlying asset is also
tested for impairment.
o) Merger reserve
The difference between the fair value of an acquisition and the
nominal value of the shares allotted in a share exchange have been
credited to a merger reserve account, in accordance with the merger
relief provisions of the Companies Act 2006 and accordingly no
share premium for such transactions is set-up. Where the assets
acquired are impaired, the merger reserve value is reversed to
retained earnings to the extent of the impairment.
p) Property, plant and equipment
Plant and equipment are stated at cost less accumulated
depreciation and any accumulated impairment losses. Land is
measured at fair value less any impairment losses recognised after
the date of revaluation.
Depreciation is provided on all tangible assets to write off the
cost less estimated residual value of each asset over its expected
useful economic life on a straight-line basis at the following
annual rates:
Land (including option costs) - Nil
Plant and Equipment - between 5% and 25%
All assets are subject to annual impairment reviews.
q) Impairment of assets
The Group assesses at each reporting date whether there is an
indication that an asset may be impaired. If any such indication
exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset's recoverable amount. An
asset's recoverable amount is the higher of its fair value less
costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or Groups
of assets and the asset's value in use cannot be estimated to be
close to its fair value. In such cases the asset is tested for
impairment as part of the cash-generating unit to which it belongs.
When the carrying amount of an asset or cash-generating unit
exceeds its recoverable amount, the asset or cash-generating unit
is considered impaired and is written down to its recoverable
amount.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses relating to
continuing operations are recognised in those expense categories
consistent with the function of the impaired asset unless the asset
is carried at its revalued amount (in which case the impairment
loss is treated as a revaluation decrease).
An assessment is also made at each reporting date as to whether
there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset's
recoverable amount since the last impairment loss was recognised.
If that is the case the carrying amount of the asset is increased
to its recoverable amount.
That increased amount cannot exceed the carrying amount that
would have been determined, net of depreciation, had no impairment
loss been recognised for the asset in prior years. Such reversal is
recognised in the Income Statement unless the asset is carried at
its revalued amount, in which case the reversal is treated as a
revaluation increase. After such a reversal the depreciation charge
is adjusted in future periods to allocate the asset's revised
carrying amount, less any residual value, on a systematic basis
over its remaining useful life.
r) Provisions
Provisions are recognised when the Group has a present
obligation (legal or constructive) as a result of a past event, it
is probable that an outflow of resources embodying economic
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be
reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any
provision is presented in the Income Statement net of any
reimbursement.
If the effect of the time value of money is material, provisions
are discounted using a current pre-tax rate that reflects the risks
specific to the liability.
s) Loss per share
Basic loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted to exclude any
costs of servicing equity (other than dividends) and preference
share dividends, divided by the weighted average number of ordinary
shares, adjusted for any bonus element.
Diluted loss per share is calculated as loss for the financial
year attributable to members of the parent, adjusted for:
-- costs of servicing equity (other than dividends) and preference share dividends;
-- the after tax effect of dividends and interest associated
with dilutive potential ordinary shares that have been recognised
as expenses; and
-- other non-discretionary changes in revenues or expenses
during the period that would result from the dilution of potential
ordinary shares;
divided by the weighted average number of ordinary shares and
dilutive potential ordinary shares, adjusted for any bonus
element.
t) Share based payments reserve
This reserve is used to record the value of equity benefits
provided to employees, consultants and directors as part of their
remuneration and provided to consultants and advisors hired by the
Group from time to time as part of the consideration paid. The
reserve is reduced by the value of equity benefits which have
lapsed during the year.
u) Foreign currency translation reserve
The foreign currency translation reserve is used to record
exchange differences arising from the translation of the financial
statements of foreign subsidiaries.
v) Lease accounting
The Company as Lessee
At the inception of a contract, the Group assesses if the
contract is a lease or contains a lease. If there is a lease
present, a right-of-use asset and a corresponding lease liability
are recognised by the Group where the Group is a lessee. However,
all contracts that are classified as short-term leases (ie a lease
with a term of 12 months or less) and leases of low-value assets
are recognised as an operating expense on a straight-line basis
over the term of the lease.
Initially the lease liability is measured at the present value
of the lease payments still to be paid at the commencement date.
The lease payments are discounted at the interest rate implicit in
the lease. If this rate cannot be readily determined, the Group
uses the incremental borrowing rate.
Lease payments included in the measurement of the lease
liability are as follows:
-- fixed lease payments less any lease incentives;
-- variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement
date;
-- the amount expected to be payable by the lessee under residual value guarantees;
-- the exercise price of purchase options, if the lessee is
reasonably certain to exercise the options;
-- lease payments under extension options, if the lessee is
reasonably certain to exercise the options; and
-- payments of penalties for terminating the lease, if the lease
term reflects the exercise of an option to terminate the lease.
The right-of-use assets comprise the initial measurement of the
corresponding lease liability, any lease payments made at or before
the commencement date and any initial direct costs. The subsequent
measurement of the right-of-use assets is at cost less accumulated
depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term or
useful life of the underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset or the
cost of the right-of-use asset reflects that the Group anticipates
to exercise a purchase option, the specific asset is depreciated
over the useful life of the underlying asset.
The Company's weighted average incremental borrowing rate
applied to the lease liabilities is 4.58%.
The Company as Lessor
As the Group has no contracts as a lessor, the provisions of
IFRS 16 relating accounting for lease contracts as a lessor are not
applicable.
w) Held for sale assets
Non-current assets classified as held for sale are presented
separately and measured at the lower of their carrying amounts
immediately prior to their classification as held for sale and
their fair value less costs to sell.
However, some held for sale assets such as financial assets or
deferred tax assets, continue to be measured in accordance with the
Group's relevant accounting policy for those assets. Once
classified as held for sale, the assets are not subject to
depreciation or amortisation. Any profit or loss arising from the
sale of a discontinued operation or its remeasurement to fair value
less costs to sell is presented as part of a single line item,
profit or loss from discontinued operations.
x) New standards, amendments and interpretations not yet adopted
At the date on which these Financial Statements were authorised,
there were no Standards, Interpretations and Amendments which had
been issued but were not effective for the year ended 30 June 2023
that are expected to materially impact the Group's Financial
Statements.
y) Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with
IFRS requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the
period. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are regularly evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Items subject to such estimates and assumptions, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial years,
include but are not limited to:
-- Impairment of intangible assets - exploration and evaluation costs (Note 7)
The group assesses impairment at each reporting date by
evaluating conditions specific to the group that may lead to
impairment of exploration and evaluation assets. Where an
impairment trigger exists, the recoverable amount of the asset is
determined.
The group capitalises expenditure relating to exploration and
evaluation where it is considered likely to be recoverable or where
the activities have not reached a stage which permits a reasonable
assessment of the existence of reserves. While there are certain
areas of interest from which no reserves have been extracted, the
Directors are of the continued belief that such expenditure should
not be written off since feasibility studies in such areas have not
yet concluded.
-- Share based payment transactions
The Group awarded options and warrants over its unissued share
capital to certain key employees and to a broker for services
rendered during a capital raise.
The valuation of these options and warrants involves making a
number of critical estimates relating to price volatility, future
dividend yields, expected life of the options and forfeiture rates.
These assumptions have been described in more detail in Note
16.
-- Impairment of investments
Management assesses impairment of each investment with respect
to the net asset position of each investment. Any impairment charge
recorded does not automatically indicate that the underlying assets
of the Group need to be impaired as well.
2. Segmental analysis - Group
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes
strategic decisions.
The Group's operations are located Australia and the United
States of America, with the head office located in the United
Kingdom. The main tangible assets of the Group, cash and cash
equivalents, are held in the United States of America and
Australia. The Board ensures that adequate amounts are transferred
internally to allow all companies to carry out their operational on
a timely basis.
The Directors are of the opinion that the Group is engaged in a
single segment of business being the exploration for commodities.
The Group currently has two geographical reportable segments -
United States of America and Australia.
GBP'000 GBP'000 GBP'000 GBP'000
Head office/
Year ended 30 June 2023 Unallocated Australia United States Consolidated
Revenue
Sundry Income & Equity
Accounting - 64 - 64
Profit/(loss) on sale investments 129 - - 129
Total Segment Expenditure (263) (449) (1) (713)
------------ --------- ------------- ------------
(Loss) from Ordinary Activities
before Income Tax (134) (385) (1) (520)
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (134) (385) (1) (520)
------------ --------- ------------- ------------
Assets and Liabilities
Segment assets - 13,550 751 14,301
Corporate assets 172 - - 172
------------ --------- ------------- ------------
Total Assets 172 13,550 751 14,473
------------ --------- ------------- ------------
Segment liabilities - (189) - (189)
Corporate liabilities (29) - - (29)
------------ --------- ------------- ------------
Total Liabilities (29) (189) - (218)
------------ --------- ------------- ------------
Net Assets 143 13,361 751 14,255
------------ --------- ------------- ------------
2. Revenue and segmental analysis - Group (continued)
GBP'000 GBP'000 GBP'000 GBP'000
Head office/
Year ended 30 June 2022 Unallocated Australia United States Consolidated
Revenue
Sundry Income & Equity
Accounting 71 - - 71
Profit/(loss) on sale investments 202 - - 202
Total Segment Expenditure (695) (800) (31) (1,526)
------------ --------- ------------- ------------
(Loss) from Ordinary Activities
before Income Tax (422) (800) (31) (1,253)
------------ --------- ------------- ------------
Income Tax (Expense) - - - -
------------ --------- ------------- ------------
Retained (loss) (422) (800) (31) (1,253)
Assets and Liabilities
Segment assets - 13,745 - 13,745
------------ --------- ------------- ------------
Corporate assets 1,107 - - 1,107
------------ --------- ------------- ------------
Total Assets 1,107 13,745 - 14,852
Segment liabilities - (402) - (402)
------------ --------- ------------- ------------
Corporate liabilities (27) - - (27)
------------ --------- ------------- ------------
Total Liabilities (27) (402) - (429)
------------ --------- ------------- ------------
Net Assets
------------ --------- ------------- ------------
1,080 13,343 - 14,423
------------ --------- ------------- ------------
3. Expenses by nature
2023 2022
GBP'000 GBP'000
Items of expenditure not otherwise
disclosed on the Statement of Comprehensive
Income:
Depreciation 30 15
Auditors' remuneration - audit services 45 45
Auditors' remuneration - non audit
services 8 -
Directors' emoluments - fees and salaries 206 237
Other employee and contractor costs 301 346
Director and employees costed to exploration (331) (343)
Listing costs (ASX, AIM, registry,
investor relations) 273 343
Legal costs 13 33
Auditors' remuneration for audit services above includes
GBP34,860 (2022: GBP34,376) to PKF Littlejohn LLP for the audit of
the Company and Group. Remuneration to BDO for the audit of the
Australian subsidiaries was GBP10,074 (2022: GBP10,637) .
4. Directors and executive disclosures - Group
All Directors are appointed under the terms of a Directors
letter of appointment. Each appointment, with the exception of Ms
Nicole Galloway Warland, provides for annual fees of Australian
dollars $50,000 for services as Directors. In the case of
Australian base Directors this annual fee is inclusive of 10.50%
(11.0% from 1 July 2023) as a company contribution to Australian
statutory superannuation schemes. The agreement allows for services
supplied by any Directors, other than Ms Nicole Galloway Warland,
to the Company and any of its subsidiaries in excess of two days in
any calendar month, can be invoiced to the Company at market rate,
currently at A$1,000 per day.
Ms Galloway Warland receives an annual full-time salary of
$220,000 plus $24,000 in superannuation benefits in her role as
Managing Director. Ms Galloway Warland does not receive additional
remuneration as a Director.
(a) Details of Key Management Personnel (KMP) during the year
ended 30 June 2023
(i) Chairman
Alastair Clayton Non-executive Chairman
(ii) Directors
Nicole Galloway Warland Managing Director
Mark McGeough Non-Executive Director
(iii) Executives
Ray Ridge CFO/Company Secretary (Australia)
Stephen Ronaldson Company Secretary (UK)
(b) Compensation of Key Management Personnel
Compensation Policy
The compensation policy is to provide a fixed remuneration
component and a specific equity related component. There is no
separation of remuneration between short term incentives and
long-term incentives. The Board believes that this compensation
policy is appropriate given the stage of development of the Company
and the activities which it undertakes and is appropriate in
aligning director and executive objectives with shareholder and
businesses objectives.
The compensation policy, setting the terms and conditions for
the executive Directors and other executives, has been developed by
the Board after seeking professional advice and taking into account
market conditions and comparable salary levels for companies of a
similar size and operating in similar sectors. Executive Directors
and executives receive either a salary or provide their services
via a consultancy arrangement. Directors and executives do not
receive any retirement benefits other than compulsory
Superannuation contributions where the individuals are directly
employed by the Company or its subsidiaries in Australia. All
compensation paid to Directors and executives is valued at cost to
the Company and expensed.
The Board policy is to compensate non-executive Directors at
market rates for comparable companies for time, commitment and
responsibilities. The Board determines payments to the
non-executive Directors and reviews their compensation annually,
based on market practice, duties and accountability. Independent
external advice is sought when required. The maximum aggregate
amount of fees that can be paid to Directors is subject to approval
by shareholders at a General Meeting. Fees for non-executive
Directors are not linked to the performance of the economic entity.
However, to align Directors' interests with shareholder interests,
the Directors are encouraged to hold shares in the Company and may
receive options.
Paid/Payable Total Salary
in cash Shares & Fees Options Total
30 June 2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ ------- ------------ ------- -------
Directors:
Alastair Clayton 28 - 28 - 28
Nicole Galloway Warland 144 - 144 - 144
Mark McGeough 34 - 34 - 34
Key Personnel:
Ray Ridge 41 - 41 6 47
Paid/Payable Total Salary
in cash Shares & Fees Options Total
30 June 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ ------- ------------ ------- -------
Directors:
Alastair Clayton 21 - 21 52 73
Mark Potter 29 - 29 52 81
Nicole Galloway Warland 140 - 140 79 219
Mark McGeough 27 - 27 52 79
Michael Billing 20 - 20 - 20
Key Personnel:
Ray Ridge 46 - 46 6 52
(c) Compensation by category Group
2023 2022
GBP'000 GBP'000
------------ ------------
Key Management Personnel
Short-term (cash) 230 267
Share Option charges 6 241
Post-employment 17 16
253 524
============ ============
(d) Equity and rights over equity instruments granted as
remuneration
On 17 May 2022, 2,400,000 unlisted options were granted to Mr
Ridge under the Company's Employee Share Option Plan. These options
were valued at GBP0.00630 per option using the Black-Scholes
method. 800,000 vested immediately and were expensed. 800,000
vested 12 May 2023 and 800,000 vest 12 May 2024 - these options are
expensed over their vesting periods.
(e) Options holdings of Key Management Personnel
The movement during the reporting period in the number of
options over ordinary shares in Thor Energy PLC held, directly,
indirectly or beneficially, by key management personnel, including
their personally related entities, is as follows:
Held at 30/6/22 Held at 30/6/23 Vested and
Key Management or appointment or retirement exercisable
Personnel date Options Granted Options Granted date at 30/6/23
Alastair Clayton 8,000,000 - - 8,000,000 8,000,000
Nicole Galloway
Warland 16,000,000 - - 16,000,000 16,000,000
Mark McGeough 8,000,000 - - 8,000,000 8,000,000
Ray Ridge 4,900,000 - - 4,900,000 4,100,000
Held at 30/6/21 Held at 30/6/22 Vested and
Key Management or appointment Options Granted Options Granted or retirement exercisable
Personnel date (Note A) (Note B) date at 30/6/22
Alastair Clayton - 8,000,000 - 8,000,000 8,000,000
Nicole Galloway
Warland 4,000,000 12,000,000 - 16,000,000 16,000,000
Mark Potter 8,000,000 8,000,000 - 16,000,000 16,000,000
Mark McGeough - 8,000,000 - 8,000,000 8,000,000
Michael Billing 9,250,000 - - 9,250,000 9,250,000
Ray Ridge 2,500,000 - 2,400,000 4,900,000 3,300,000
Notes:
A. Options granted to Directors on 22 November 2021.
B. Options issued under the Company's Employee Share Option Plan on 17 May 2022.
5. Taxation - Group
2023 2022
GBP'000 GBP'000
Analysis of charge in year - -
------- -------
Tax on profit on ordinary activities - -
======= =======
Factors affecting tax charge for year
The differences between the tax assessed for the year and the
standard rate of corporation tax are explained as follows:
2023 2022
GBP'000 GBP'000
Loss on ordinary activities before tax ( 520) (1,253)
------- -------
Effective rate of corporation tax in the UK 25.0% 19.0%
Loss on ordinary activities multiplied by the standard
rate of corporation tax (130) (238)
Effects of:
Future tax benefit not brought to account 130 238
------- -------
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
2023 2022
Loss for the year (GBP 000's) (520) (1,253)
Weighted average number of Ordinary shares
in issue 222,800,090 201,434,141
Loss per share (pence) - basic (0.2)p (0.6)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. The weighted average number of
shares for the both the years ending 30 June 2023 and 30 June 2022
have been adjusted for the 10:1 share capital consolidation that
occurred post year end, effective 31 August 2023.
As the inclusions of the potential Ordinary Shares would result
in a decrease in the loss per share they are considered to be
anti-dilutive and as such not included.
7. Intangible fixed assets - Group
Deferred exploration costs
GBP'000 GBP'000
2023 2022
Cost
At 1 July 12,329 10,120
Exploration expenditure 1,305 1,354
Acquisitions (1) - 330
Exchange gain/(loss) (953) 525
Exploration written off - -
At 30 June 12,681 12,329
------- -------
The Directors undertook an assessment of the following areas and
circumstances that could indicate the existence of impairment:
-- The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
-- No further exploration or evaluation is planned or budgeted for;
-- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
-- Sufficient data exists to indicate that the book value will
not be fully recovered from future development and production.
In the year ended 30 June 2023, this impairment assessment
resulted in an impairment expense of Nil (2022: Nil), and Nil in
deferred exploration costs written off (2022: Nil).
Molyhil Project Earn-in Agreement
The exploration asset at 30 June 2023 of GBP12,681,000 includes
the carrying value of GBP8,933,000 for the Molyhil Project in the
Northern Territory, Australia. On 24 November 2022, the Company
announced the signing of a binding Heads of Agreement ("HOA") with
ASX-listed mineral exploration and development company Investigator
Resources Limited (ASX: IVR, "IVR"), to fund the accelerated
exploration of Thor's 100%-owned Molyhil tenements (the
"Tenements"), in the Northern Territory. IVR paid Thor an upfront
cash payment of A$100,000 upon execution of the agreement. Under
the agreement, Fram Resources Pty Ltd ("Fram"), a wholly-owned
subsidiary of IVR, has the right to earn, via a three-stage
process, 80% interest in the Tenements as follows:
-- Stage 1. Following exploration expenditure of A$1m within 18
months of execution of the HOA, Fram will be entitled to a 25%
interest in the Tenements and to receive Thor's 40% interest in the
nearby Bonya tenement (EL29107). Upon the Fram's exercise of this
right, a joint venture will come into effect, with the initial
interests being 25% Fram and 75% Thor. If Fram does not exercise
its right, Fram will be deemed to have withdrawn from the HOA
without earning any equity in the Tenements. On the formalisation
of Fram's 25% joint venture interest, IVR will issue Thor
A$250,0000 of IVR shares at a deemed price equal to the higher of
the Volume Weighted Average Price for the 15-day trading period
immediately preceding the 25% earn-in date, or A$0.05 per
share.
-- Stage 2. If Fram spend an additional A$2m on exploration on
or before the third anniversary of the JV commencement date, Fram
will be entitled to earn an additional 26% JV interest (taking
Fram's total JV interest to 51%).
-- Stage 3. If Fram spend a further A$5m on exploration (being
in addition to the Stage 1 and Stage 2 expenditure commitments) on
or before the sixth anniversary of the JV commencement date, Fram
will be entitled to earn a further 29% interest in the Tenements
(taking Fram's total JV interest to 80%). On formalisation of
Fram's 80% joint venture interest, IVR shall issue Thor A$250,000
of IVR shares at a deemed price equal to the higher of the Volume
Weighted Average Price for the 15-day trading period immediately
preceding the 80% earn-in date, or A$0.05 per share.
8. Investments
The Company holds 20% or more of the share capital of the
following companies:
Company Principal Activity Country of registration Shares held Class %
or incorporation
Molyhil Mining Pty Ltd Exploration Australia Ordinary 100
Hale Energy Pty Ltd Exploration Australia Ordinary 100
Hamersley Metals Pty Ltd Dormant Australia Ordinary 100
Pilbara Goldfields Pty Ltd Exploration Australia Ordinary 100
EnviroCopper Limited Exploration Australia Ordinary 30
American Vanadium Pty Ltd Exploration Australia Ordinary 100
Standard Minerals Inc Exploration United States Ordinary 100
Cisco Minerals Inc Exploration United States Ordinary 100
The registered office for each of the above companies incorporated in Australia is 6 The Parade,
Norwood, South Australia 5067. The registered office of Standard Minerals Inc and Cisco Minerals
Inc is 3500 Washington Avenue, Ste 200, Houston, TX 77007, United States.
(a) Investments Subsidiary companies:
Company
GBP'000 GBP'000
2023 2022
Investment in subsidiary undertakings 2,637 2,637
Less: Impairment provision against investment (2,566) (2,319)
71 318
-------------------- -----------------
(b) Loans to s ubsidiaries:
Company
GBP'000 GBP'000
2023 2022
Loans to subsidiary undertakings 17,901 15,614
Less: Impairment provision against loan (3,975) (2,964)
13,926 12,650
-------------------- -----------------
The loans to subsidiaries are non-interest bearing, unsecured
and are repayable upon reasonable notice having regard to the
financial stability of the company.
(c) Financial assets at fair value through
profit or loss: Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2023 2022 2023 2022
Investment in Power Metal Resources Plc
represented by:
Current 124 - 124 -
Non-current - 395 - 395
Total financial assets 124 395 124 395
------- ------- ------- -------
During the first six month of the financial year, a total of
25,000,000 POW shares were sold on market. The remaining 23,118,920
POW Shares were revalued to fair value as of 31 December 2022 at
GBP324,000, being revalued at LSE closing price of GBP0.0140 for
POW Shares on that date. A gain on revaluation of GBP134,000 was
recognised as a fair value adjustment through the Company's Profit
or Loss (FVTPL).
A further 6,000,000 POW shares were sold on market in June 2023.
The remaining 17,118,920 POW Shares were revalued to fair value as
of 30 June 2023 at GBP124,000, being revalued at LSE closing price
of GBP0.0073 for POW Shares on that date. A revaluation decrement
of (GBP115,000) was recognised as a fair value adjustment through
the Company's Profit or Loss (FVTPL). The total revaluation
decrement recognised at 30 December 2022 and 30 June 2023 was
(GBP19,000).
All of the 17,118,920 POW Shares have been sold subsequent to 30
June 2023, for net proceeds of GBP117,000, realising a loss on sale
of GBP7,000 compared to the 30 June 2023 carrying value of
GBP124,000.
(d) Investments accounted for using the
equity method:
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2023 2022 2023 2022
A reconciliation of the carrying amount
of the investments in the company is set
out below:
EnviroCopper Ltd
Conversion of loan to equity 391 391 - -
Additional investment 170 170 - -
------- ------- ------- -------
Initial cost of the equity accounted investment 561 561 - -
Share of profit of associate, accounted
for using the equity method (6) 21 - -
Share of foreign currency translation reserve (35) 7 - -
------- ------- ------- -------
520 589 - -
======= ======= ======= =======
EnviroCopper Limited (EnviroCopper), via its subsidiary
Environmental Copper Recovery SA Pty Ltd (ECR), holds an agreement
to earn, in two stages, up to 75% of the rights over metals which
may be recovered via in-situ recovery (ISR) contained in the
Kapunda deposit, from Australian listed company, Terramin Australia
Limited (ASX: TZN). Another subsidiary of EnviroCopper,
Environmental Metals Recovery Pty Ltd (EMR) has a right to earn up
to a 75% interest in the Moonta Copper Project, which comprises the
northern section of exploration licence EL5984 held by Andromeda
Metals Limited (ASX: ADN).
Prior to 30 July 2020, Thor had been investing in EnviroCopper's
subsidiary ECR through convertible notes. On 30 July 2020, Thor
announced the conversion of $700,000 (GBP391,000) of its
convertible loan to a 25% interest in EnviroCopper Limited (ECL)
and exercised its right to nominate a Board representative.
Accordingly, the investment commenced accounted for using the
equity method from the date of loan conversion to equity. On the 11
November 2020, the Company further announced that it had increased
its investment in ECR through the payment of A$300,000 (GBP170,000)
to increase its ownership interest to 30%.
The tables below provide summarised audited consolidated
financial information for EnviroCopper Limited and its wholly owned
subsidiaries Environmental Copper Recovery SA Pty Ltd and
Environmental Metals Recovery Pty Ltd. The information disclosed
reflects the amounts presented in the financial statements of the
relevant associate and not Thor's share of those amounts. They have
been amended to reflect adjustments made by Thor when using the
equity method, including modifications for differences in
accounting policies.
Summarised financial information for EnviroCopper Ltd
GBP'000 GBP'000
2023 2022
Summarised statement of financial position:
ASSETS
Current assets
Cash and cash equivalents 384 155
Other current assets 32 102
Provision for income tax 169 89
------- -------
Total current assets 585 346
Non current assets
Plant and equipment 22 32
Right-of-use assets 7 19
------- -------
Total non current assets 29 51
------- -------
TOTAL ASSETS 614 397
------- -------
LIABILITIES
Current liabilities
Trade and other payables 146 12
Contract liabilities 221 -
Current lease liabilities 8 11
------- -------
Total current liabilities 375 23
Non current liabilities
Deferred tax liability 9 27
Non current lease liability - 8
------- -------
Total non current liabilities 9 35
------- -------
TOTAL LIABILITIES 384 58
------- -------
NET ASSETS 230 339
======= =======
Summarised statement of comprehensive
income:
Total income 472 707
Less expenses (759) (606)
------- -------
Net profit before tax (287) 101
------- -------
Tax expense 197 (102)
Net profit/(loss) after tax (90) (1)
------- -------
Thor's Share of Net profit/(loss) (27) -
9. Deposits
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2023 2022 2023 2022
Deposits with banks and Government agencies 105 68 - -
105 68 - -
------- ------- ------- -------
10. Right of use asset
Options to extend or terminate
The Company's lease contains no option to extend.
Variable lease payments
The company does not have any variable lease payments.
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2023 2022 2023 2022
(i) IFRS 16 related amounts recognised
in the Statement of Financial Position
Leased building 73 10 - -
Less: accumulated depreciation (14) (10) - -
------- ------- ------- -------
Right of use asset 59 - - -
------- ------- ------- -------
Movements in Carrying Amount
Opening balance - 10 --
Initial recognition of a new office lease 73 - --
Depreciation expense (15) (10) --
Foreign exchange translation gain 1 - --
/ (loss)
---- ----
59 - --
---- ----
(ii) IFRS 16 related amounts recognised
in the Statement of Comprehensive
Income/(Loss)
Depreciation charge related to right
of use asset (15) (10) --
Interest expense on lease liabilities (3) - --
Short term lease expenses (16) (24) --
-
(iii) Total Full Year cash out
flows for leases (12) (10) --
11. Property, plant and equipment Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
Plant and Equipment: 2023 2022 2023 2022
At cost 127 128 - -
Accumulated depreciation (76) (66) - -
Total Property, Plant and Equipment 51 62 - -
======= ======= ======= =======
Movements in Carrying Amounts
Movement in the carrying amounts for each class of property,
plant and equipment between the beginning and the end of the
current financial year.
At 1 July 62 7 --
Additions 8 60 --
Foreign exchange impact, net (4) - --
Depreciation expense (15) (5) --
At 30 June 51 62 --
==== ===
12. Trade receivables and other assets
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
Current 2023 2022 2023 2022
Trade and other receivables 15 196 - 9
Prepayments 20 40 - 2
35 236 - 11
======= ======= ======= =======
At 30 June 2023 all trade and other receivables were fully
performing. No ageing analysis is considered necessary as the Group
has no significant trade receivable receivables which would require
such an analysis to be disclosed under the requirements of IFRS
9.
The above trade receivables and other assets are held
predominantly in Australian Dollars.
The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable mentioned above. The
Group does not hold any collateral as security.
13. Current trade and other payables
Consolidated Company
GBP'000 GBP'000 GBP'000 GBP'000
2023 2022 2023 2022
Trade payables (83) (332) (23) (14)
Other payables (32) (65) (6) (16)
(115) (397) (29) (30)
----- ----- ---- ----
The carrying amounts of trade and other payables are denominated
in the following currencies:
UK Pounds (29) (30) (29) (30)
Australian Dollars (86) (367) - -
(115) (397) (29) (30)
----- ------- ------- ----
14. Lease liability
----- ------- ------- ----
Consolidated Company
GBP'000 GBP'000
2023 2022
Lease Liability is represented by:
Current 24 - - -
Non-Current 37 - - -
----- ------- ------- ----
Total Lease Liability 61 - - -
----- ------- ------- ----
15. Issued share capital
2023 2022
GBP'000 GBP'000
Issued up and fully paid :
982,870,766 'Deferred Shares' of GBP0.0029 each (1) 2,850 2,850
7,928,958,500 'A Deferred Shares' of GBP0.000096 each
(2) 761 761
2,392,912,840 Ordinary shares of GBP0.0001 each 239 201
(2022: 982,870,766 'Deferred Shares' of GBP0.0029 each,
7,928,958,500 'A Deferred Shares' of GBP0.000096 each
and 2,014,341,411 ordinary shares of GBP0.0001 each)
------- -------
3,850 3,812
======= =======
Movement in share capital
2023 2022
Ordinary shares of GBP0.0001 Number GBP'000 Number GBP'000
At 1 July 2,014,341,411 3,812 1,625,719,488 3,773
Shares issued for cash 378,571,429 38 343,076,923 34
Shares issued for acquisitions - - 15,625,000 2
Shares issued to service providers - - 7,200,000 1
Warrants Exercised - - 22,720,000 2
At 30 June 2,392,912,840 3,850 2,014,341,411 3,812
--------------- --------- ------------------ -------
Nominal Value
(1) The nominal value of shares in the company was originally
0.3 pence. At a shareholders meeting in September 2013, the
Company's shareholders approved a re-organisation of the company's
shares which resulted in the creation of two classes of shares,
being:
-- Ordinary shares with a nominal value of 0.01 pence, which
continued as the company's listed securities, and
-- 'Deferred Shares' with a nominal value of 0.29 pence which,
subject to the provisions of the Companies Act 2006, may be
cancelled by the company, or bought back for GBP1 and then
cancelled. These deferred shares are not quoted and carry no rights
whatsoever.
(2) At a shareholders meeting in November 2016, the Company's
shareholders approved a re-organisation of the company's shares
which, on the 1 December 2016, resulted in the existing Ordinary
Shares of 0.01 pence being further split as follows:
-- Ordinary shares with a nominal value of 0.0004 pence, and
-- 'A Deferred Shares' with a nominal value of 0.0096 pence
which, subject to the provisions of the Companies Act 2006, may be
cancelled by the company, or bought back for GBP1 and then
cancelled. These deferred shares are not quoted and carry no rights
whatsoever.
Warrants and Options on issue
The following warrants (UK terminology) and options (Australian
terminology) have been granted by the Company and have not been
exercised as at 30 June 2023:
Number Grant Date Expiry Date Exercise Price
20,280,000 (1) 8 Jul 2020 8 Jul 2023 AUD$0.01
94,300,000 (2) 8 Jul 2020 8 Jul 2023 AUD$0.01
16,000,000 (3) 8 Jul 2020 8 Jul 2023 AUD$0.0095
7,500,000 (4) 29 Sep 2020 28 Sep 2023 AUD$0.026
4,000,000 (5) 23 Oct 2020 23 Oct 2023 GBPGBP0.0054
5,647,058 (6) 27 Jan 2021 27 Jan 2024 GBPGBP0.0085
2,433,526 (7) 28 May 2021 4 Mar 2024 GBPGBP0.010273
36,000,000 (8) 22 Nov 2021 22 Nov 2025 GBPGBP0.13
31,250,000 (9) 26 Nov 2021 25 Nov 2026 AUD$0.03
95,333,333 (10) 22 Dec 2021 20 Dec 2023 AUD$0.02
14,400,000 (11) 17 May 2022 12 May 2025 AUD$0.025
53,846,153 (12) 17 Aug 2021 17 Aug 2023 GBPGBP0.013
7,692,308 (12) 20 Aug 2021 17 Aug 2023 GBPGBP0.013
378,571,451 (13) 5 Jan 2023 5 Jan 2025 GBPGBP0.009
767,253,829 Total outstanding
--------------------------------
Share options (termed warrants in the UK) carry no rights to
dividends and no voting rights.
(1) ASX listed options granted to lead broker of a capital
raise.
(2) ASX listed options granted to investors as part of a capital
raise.
(3) Options were granted to Directors of the Company, as
approved by shareholders.
(4) Options granted to employees under the terms of the
company's shareholder approved employees share option plan.
(5) Granted to lead broker of a capital raise.
(6) Options granted to lead investor of placement.
(7) Options granted to a service provider.
(8) Options were granted to Directors of the Company, as
approved by shareholders.
(9) Options granted as part of the consideration for an
acquisition.
(10) ASX listed options (ASX: THROC) granted to investors as
part of a capital raise.
(11) Options granted to employees under the terms of the
Company's shareholder approved employees share option plan.
(12) Granted to investors as part of a capital raise.
(13) ASX listed options (ASX: THROD) granted to investors as
part of a capital raise.
The following reconciles the outstanding warrants and options at
the beginning and end of the financial year:
Number Number of Warrants Weighted Average Exercise Price (GBP)
Balance at the beginning of the year 629,841,359 0.0103
Granted during the year 378,571,451 0.0090
Lapsed during the year (241,158,981) 0.0105
Balance at the end of the year 767,253,829 0.0092
The options outstanding at 30 June 2023 had a weighted average
remaining number of days until expiry of 393 (2022: 370 days).
16. Share based payments reserve
2023 2022
GBP'000 GBP'000
At 1 July 866 314
Options exercised or lapsed
Exercised 14,720,000 service provider options @ GBP 0.00156 - (23)
Exercised 8,000,000 options @ GBP0.001720 - (14)
Lapsed 26,500,000 options @ GBP 0.002582 - (68)
Lapsed 8,333,000 @ GBP0.00393 (33) -
Lapsed 5,000,000 @ GBP0.00362 (18) -
Lapsed 22,000,000 @ GBP0.00306 (67) -
(118) (105)
Options expensed through the Statement of comprehensive
income
36,000,000 options issued @ GBP0.00656 - 236
5,000,000 options to a service provider @ GBP0.003620 - 9
Issued 14,400,000 ESOP @ GBP0.006300 (1) 39 40
39 285
Options recognised as capital raising costs
Issued 22,000,000 to a service provider @ GBP 0.00466 - 102
Issued 22,000,000 to a service provider @ GBP 0.00306 - 68
Issued 94,642,858 to a service provider @ GBP0.0016 (2) 151 -
151 170
Options issued for an acquisition
31,250,000 options issued @ GBP0.00646 - 202
- 202
At 30 June 938 866
------- -------
(1) 4,800,000 of 14,400,000 options vested immediately and were
expensed when issued in the prior year ended 30 June 2022 (valued
at GBP0.00630); 4,800,000 subsequently vested in May 2023, and the
remaining 4,800,000 are due to vest in May 2024. All options are
expensed over their vesting period.
(2) 94,642,858 options were issued to a service provider in
January 2023, valued at GBP0.0016.
Options are valued at an estimate of the cost of the services
provided. Where the fair value of the services provided cannot be
estimated, the value of the options granted is calculated using the
Black-Scholes model taking into account the terms and conditions
upon which the options are granted. The following table lists the
inputs to the model used for the share options in the balance of
the Share Based Payments Reserve as at 30 June 2023 or lapsed
during the year ended 30 June 2023.
(i) Options comprising the share-based payments reserve at 30
June 2023
20,280,000 granted to a broker on 8 July 2020
Dividend yield 0.00%
Underlying Security spot price GBP0.0035
Exercise price A$0.010
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option GBP0.0016
16,000,000 granted to directors 8 July 2020
Dividend yield 0.00%
Underlying Security spot price GBP0.0035
Exercise price A$0.0095
Standard deviation of returns 93%
Risk free rate 2.7%
Expiration period 3 yrs
Black Scholes valuation per option GBP0.0017
4,000,000 granted to a service provider 23 October 2020
Dividend yield 0.00%
Underlying Security spot price GBP0.0093
Exercise price GBP0.0054
Standard deviation of returns 100%
Risk free rate 0.13%
Expiration period 3 yrs
Black Scholes valuation per option GBP0.0066
7,500,000 granted ESOP 29 September 2020
Dividend yield 0.00%
Underlying Security spot price GBP0.0095
Exercise price A$0.0260
Standard deviation of returns 100%
Risk free rate 0.17%
Expiration period 3 yrs
Black Scholes valuation per option GBP0.0051
5,647,058 granted to service provider 27 January 2021
Dividend yield 0.00%
Underlying Security spot price GBP0.00925
Exercise price GBP0.0085
Standard deviation of returns 98%
Risk free rate 0.110%
Expiration period 3yrs
Black Scholes valuation per option GBP0.0058
2,433,526 granted to service provider 28 May 2021
Dividend yield 0.00%
Underlying Security spot price GBP0.0083
Exercise price GBP0.010273
Standard deviation of returns 96%
Risk free rate 0.130%
Expiration period 3yrs
Black Scholes valuation per option GBP0.0045
36,000,000 granted to Directors on 22 November 2021
Dividend yield 0.00%
Underlying Security spot price GBP0.0087
Exercise price GBP0.0130
Standard deviation of returns 126%
Risk free rate 0.87%
Expiration period 4yrs
Black Scholes valuation per option GBP0.00656
Fair value expensed as a share-based payment
31,250,000 granted for acquisition 26 November 2021
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.030
Standard deviation of returns 126%
Risk free rate 1.44%
Expiration period 5yrs
Black Scholes valuation per option GBP0.00646
Fair value capitalised as part of the cost of acquisition
(refer Note 7)
22,000,000 granted to a service provider on 20 December
2021
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.02
Standard deviation of returns 126%
Risk free rate 0.53%
Expiration period 2yrs
Black Scholes valuation per option GBP0.00466
Fair Value recognised as part of the cost of the capital
raising.
14,400,000 granted under an ESOP on 17 May 2022
Dividend yield 0.00%
Underlying Security spot price A$0.016
Exercise price A$0.025
Standard deviation of returns 128%
Risk free rate 2.51%
Expiration period 3yrs
Fair value expensed as a share-based payment*
Black Scholes valuation per option GBP0.0063
4,800,000 Options vested immediately and were fully expensed when granted.
4,800,000 Options vested and expensed through to 12 May 2023.
4,800,000 Options vest 12 May 2024 and are being expensed through to
that vesting date.
* The total value of options expensed as share-based payments during
the year ended 31 June 2023 is GBP21,000 for relating to the 9,600,000
of these 14,400,000 options that are being expensed over their vesting
periods.
94,642,858 granted to a service provider on 5 January
2023
Dividend yield 0.00%
Underlying Security spot price A$0.006
Exercise price A$0.009
Standard deviation of returns 105%
Risk free rate 3.35%
Expiration period 2yr
Black Scholes valuation per option GBP0.0016
Fair Value recognised as part of the cost of the capital
raising.
(ii) Options exercised or lapsed in the year ended 30 June
2023
8,333,000 lapsed (granted for acquisition 20 January
2021)
Dividend yield 0.00%
Underlying Security spot price GBP0.00998
Exercise price A$0.030
Standard deviation of returns 108%
Risk free rate 0.08%
Expiration period 1.72yrs
Black Scholes valuation per option GBP0.00393
5,000,000 lapsed (granted to service provider 25 June
2021)
Dividend yield 0.00%
Underlying Security spot price GBP0.00925
Exercise price USD$0.0175
Standard deviation of returns 102%
Risk free rate 0.030%
Expiration period 1.5 yrs
Black Scholes valuation per option GBP0.00362
Fair Value recognised as part of the cost of the capital
raising.
22,000,000 lapsed (granted to service provider on 20
December 2021)
Dividend yield 0.00%
Underlying Security spot price A$0.015
Exercise price A$0.015
Standard deviation of returns 98%
Risk free rate 0.53%
Expiration period 1yr
Black Scholes valuation per option GBP0.00306
17. Analysis of changes in net cash and cash equivalents
Non-cash
1 July 2022 Cash flows changes 30 June 2023
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand -
Group 1,173 (269) (6) 898
----------- ---------- -------- -------------
18. Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to
the Group's mineral exploration permits. The Group's total annual
exploration commitments, including rent, at 30 June 2023 were
GBP94,000 (2022: GBP293,000). 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. The Group's policy is to operate in a mode that
takes into account the interests of all stakeholders including
traditional owners' requirements and environmental requirements. At
the present date no claims for native title have seriously affected
exploration by the Company.
c) Contingent Liability
As at 30 June 2023, the Group had no contingent liabilities.
19. Financial instruments
The Group uses financial instruments comprising cash, liquid
resources and debtors/creditors that arise from its operations.
A financial instrument is any contract that gives rise to both a
financial asset of one enterprise and a financial liability or
equity instrument of another enterprise.
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 Group does not generally enter into derivative transactions
(such as interest rate swaps and forward foreign currency
contracts) and it is, and has been throughout the period under
review, the Group's policy that no trading in financial instruments
shall be undertaken.
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:
2023 2022
GBP'000 GBP'000
Sterling 172 145
Australian Dollars 726 1,028
898 1,173
------- -------
The financial assets comprise interest earning bank deposits and
a bank operating account.
19.1 Financial instruments by category
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.
For investments in listed shares, the fair values have been
determined based on closing quoted bid prices at the end of the
reporting period.
For investments in unlisted shares, the fair values have been
determined using the most recently observed purchase price.
Investments held (refer to note 8) are classified as level 1 and
level 3 assets on the fair-value hierarchy with regards to
value.
2023 2022
Carrying Fair Value Carrying Fair Value
Amount GBP'000 GBP'000 Amount GBP'000 GBP'000
--------------- ---------- --------------- ----------
Financial assets measured at
fair value:
Investment in Power Metal Resources
Plc (level 1) 124 124 395 395
Financial assets not measured
at fair value:
Cash and cash equivalents 898 898 1,173 1,173
Trade & other receivables 35 35 236 236
Deposits supporting performance
guarantees 105 105 68 68
Financial liabilities:
Trade and other payables 115 115 397 397
19.2 Financial instruments objectives and policies
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash flow
interest-rate risk. These risks are limited by the Group's
financial management policies and practices described below:
(a) Foreign currency exchange risks
The Group does not hedge its foreign currencies. Transactions
with vendors are mainly denominated in a small number of
currencies, predominantly Australian Dollar, US Dollar and British
Pounds. Therefore, the directors consider that the currency
exposure arising from these transactions is not significant to the
Group.
At present the Group does not have any formal policy for hedging
against exchange exposure. The Group may, when necessary, enter
into foreign currency forward contracts to hedge against exposure
from currency fluctuations, however, the Group has not entered into
any currency forward contracts to date.
(b) Credit risk
As the Group had no turnover during the year; there is no
significant concentration of credit risk. The Group does not have
written credit risk management policies or guidelines. The Group's
cash is held in reputable banks. The carrying amount of these
financial assets represent the maximum credit exposure. No
collateral was held as security and other credit enhancements
during the period. No financial assets are impaired or past due at
the end of the reporting period.
(c) Liquidity risks
To ensure liquidity, the Group maintains sufficient cash and
cash equivalents to meet its obligations as and when they fall due.
All amounts included in liabilities are expected to fall due within
one year.
(d) Interest rate risk
The Group has no interest-bearing liabilities. Interest rates on
bank deposits are based on the relevant national interbank offered
rates. The Group has no fixed interest rate assets.
The following table sets out the carrying amount, by maturity,
of the financial instruments exposed to interest rate risk:
Maturing Total
------------------ -------- -------
Effective
Interest >1 to <2 >2 to <5
30-June 2023 - Group Rate % < 1 year Years Years
GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- -------
Financial Assets
Fixed rate
At call Account - AUD 3.8% 262 - - 262
At call Account - AUD 3.3% 464 - - 464
At call Account - STG 0% 172 - - 172
898 - - 898
-------- -------- -------- -------
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
-------- -------- -------- -------
30-June 2022 - Group
Financial Assets
Fixed rate
At call Account - AUD 0% 1,028 - - 1,028
At call Account - STG 0% 145 - - 145
-------- -------- -------- -------
1,173 - - 1,173
Financial Liabilities
Fixed Rate
Interest bearing liabilities - - - -
-------- -------- -------- -------
(e) Capital Risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern, in order to
provide returns for shareholders and benefits for other
stakeholders, and to maintain an optimal capital structure to
reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares, or sell assets to reduce
debt.
20. Related party transactions
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries to enable
those companies to carry out their operations. At 30 June 2023, the
estimated recoverable amount converted to GBP13,926 (refer Note
8(b)).
Thor Energy PLC engages the services of Druces LLP Solicitors, a
company in which Mr Stephen Ronaldson is a Partner. Mr Ronaldson is
the UK based Company Secretary of Thor. During the year GBP10,214
was paid to Druces LLP Solicitors (2022: GBP26,066) on normal
commercial terms.
Transactions with Directors and Director related entities are
disclosed in Note 4.
21. Subsequent events
Following the shareholder approval on 23 August 2023, the
Company implemented a share capital consolidation for its quoted
securities effective 31 August 2023. Under the capital
consolidation, the Company has reduced the number of its Ordinary
Shares by way of a consolidation on the basis of 10 Ordinary Shares
into one new ordinary share of 0.1 pence each. The total issued
ordinary share capital of the Company following the consolidation
reduced from 2,392,912,840 to 239,291,284. Pursuant to the
consolidation, the number of options have also been consolidated in
the same ratio as the Ordinary Shares and the exercise price has
been amended in inverse proportion to that ratio.
At the same General Meeting on 23 August 2023, shareholders
approved performance shares for the Company's Directors as follows:
2,000,000 to Ms Galloway Warland, 500,000 to Mr Clayton and 500,000
to Mr McGeough (post consolidation numbers). The number of
Performance Shares that will vest and convert into Shares is based
on the market price of Thor's CDIs traded on the ASX in the twelve
months prior to the relevant first, second or third anniversary of
the granting of the Performance Shares (being 23 August), subject
to the following:
-- where the CDI price is below $0.25, no Performance Shares will convert; and
-- where the CDI price is more than or equal to $0.50, the
maximum Performance Shares, noted above, will convert; and
-- where the CDI price is between $0.25 and $0.50, the number of
Performance Rights will be less than the maximum and will be
calculated in accordance with the formula set out in the Notice of
Meeting for the General Meeting.
The amount to vest at the second and third anniversaries shall
be reduced by the amount of Performance Shares that have previously
vested. That is, the total amount of Performance Shares to vest and
convert into Shares shall not exceed the maximum (as detailed
above) in aggregate over the three-year period.
On 7 September 2023, the Company issued 6,250,000 Ordinary
Shares at $0.04 per share, to raise $0.25 million before costs. The
shares will be subject to voluntary escrow for 12 months after the
date of issue. The funds will be directed towards Thor's
collaboration with Fleet Space Technologies ("Fleet") to accelerate
mineral exploration at the Alford East Project by incorporating
Fleet's EXOSPHERE BY FLEET(R) technology which scans the ground
using the advanced ANT seismic tomography technique to collect data
from faint background vibrations. The ANT surveys will seek to
delineate the weathered 'troughs' that host the oxide copper-REE
mineralisation. The ANT results will be integrated with Thor's 3D
geological model by using Artificial Intelligence and Machine
Learning to generate a new model for drill targeting higher-grade
oxide copper-gold mineralisation.
The Company has sold its remaining 17,118,920 POW Shares
subsequent to 30 June 2023, for net proceeds of GBP117,000,
realising a loss on sale of GBP7,000 compared to the 30 June 2023
carrying value of GBP124,000 (Note 8(c)).
On 28 September 2023, the Company issued 23,809,524 ordinary
shares at $0.042 per share, to raise $1 million before costs. All
placees also received one Placement Option for each Share
subscribed, being total of 23,809,524 options with exercise price
of $0.09 and expiring in January 2025. The Company also granted
5,800,000 Broker Options to GBA Capital as part of consideration
for services provided as lead manager for the capital raise. These
Options will be of the same class as those Options issued to the
Australian placees. The funds raised will be utilised to accelerate
drilling activities at the USA uranium and vanadium assets,
including the proposed 4,000m RC drilling program at the Radium
Mountain/Wedding Bell Project, Colorado, followed by a maiden
drilling campaign at Vanadium King Project, Utah. Drilling
commences in September 2023, with a secured drilling contractor
Boart Longyear.
Other than the above, there has not been any other material
events arising subsequent to 30 June 2023 to the date of this
report which may significantly affect the operations of the Group
or Company, the results of those operations and the state of
affairs of the Group or Company in the future.
[1] TREO = (Total Rare Earth Oxides) = (La(2) O(3) + CeO(2) +
Pr(6) O(11) + Nd(2) O(3) +Sm(2) O(3) + Eu(2) O(3) + Gd(2) O(3) +
Tb(4) O(7) + Dy(2) O(3) + Ho(2) O(3) + Er(2) O(3) + Tm(2) O(3) +
Yb(2) O(3) + Lu(2) O(3) + Y(2) O(3) )
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END
FR FLFLFASIAFIV
(END) Dow Jones Newswires
September 29, 2023 08:30 ET (12:30 GMT)
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