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THOR ENERGY PLC — Annual Report 2008
Sep 14, 2008
7966_rns_2008-09-14_29663ca9-c1f8-4816-ab28-b6b38c89a0a5.pdf
Annual Report
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Annual Report and Accounts
30 June 2008
Thor Mining PLC Annual Report and Accounts
Page Company Information Chairman’s Statement Review of Operations Directors’ Report Corporate Governance Report Independent Auditors’ Report Consolidated Income Statements Balance Sheets Consolidated Cash Flow Statements Statement of Changes in Equity Notes to the Accounts ASX Additional Information Notice of Annual General Meeting Form of Proxy
1
Thor Mining PLC Company Information
Directors Michael Billing (Non-Executive Chairman) John Young ( Chief Executive Officer) Gregory Durack (Non-executive Director) Michael Ashton (Non-executive Director) Norman Gardner (Non-executive Director)
Company Secretary Stephen Ronaldson (United Kingdom) Damian Delaney (Australia)
Registered office 3[rd] Floor 55 Gower Street London WC1E 6HQ
Australian Office
c/o Molyhil Mining Pty Ltd Level 1, 282 Rokeby Road Subiaco Western Australia 6008 Telephone: +61 (0) 8 9327 0900 Fax: +61 (0) 8 9327 0901
Shareholder Enquiries
Damian Delaney [email protected] Shareholders are encouraged to register on the Company’s website to receive updates by e-mail.
Web site: www.thormining.com
Nominated Adviser and Broker Blomfield Corporate Finance Limited 1-3 College Hill London EC4R 2RA United Kingdom Telephone: + 44 (0) 20 7489 4500 Fax: + 44 (0) 20 7489 7707
Auditors Chapman Davis LLP 2 Chapel Court London SE1 1HH
Solicitors Ronaldsons, United Kingdom 3[rd] Floor 55 Gower Street London WC1E 6HQ
Hardy Bowen, Australia Level 1, 28 Ord St West Perth
Locations of Share Registrars
UK
Computershare Investor Services plc PO Box 82 The Pavilions Bridgewater Road Bristol BS99 7NH Telephone: +44 (0) 870 702 0002 Fax: +44 (0) 870 703 6116
Australia
Computershare Investor Services Pty Ltd GPO Box G182 Perth WA 6840
+61 (0) 8 9323 2000 +61 (0) 8 9323 2033
Registered number:
UK Australia
05276414 121117673
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Thor Mining PLC Chairman’s Statement
The 2008 financial year has seen significant progress for Thor across a number of important activities during a period of strong pricing for products in the Thor portfolio, offset by difficult share market trading conditions around the world. Highlights for the year are summarised below;
Molyhil Project development
An updated mining reserve was completed with 98% increase in overall tonnage to 2.21 million tonnes. The mining reserve contains a total of 4.8 million pounds of molybdenum metal at 0.21% MoS2 and 700,000 mtu’s of tungsten at 0.47% WO3 which will be recovered over the expected 5.6 year mine life of the open pit design.
An engineering review was completed at a revised rate of 400,000 tpa with the life of mine extending over 5 years. Since then the company has been intensively reviewing alternatives to enhance the forecast financial outcomes of the project, prior to securing finance.
The company has signed a landmark Native Title Mining Agreement with the eastern Arrente indigenous people and the Central Land Council. This has enabled the subsequent granting of the Molyhil Mining Leases.
We have secured an off-take agreement with CITIC Australia Commodity Trading Pty Ltd, a subsidiary of CITIC Australia Trading Limited (ASX:CAL) which commits CITIC to take 100% of the Molybdenum and Tungsten concentrates to be produced from the Molyhil Project.
The final review of the Mining Management Plan (MMP) by the Department of Primary Industries, Fishing and Mining (DPIFM) in the Northern Territory has been completed and official approval was given, subject to the submission of a bond or bank guarantee for rehabilitation of the proposed ground disturbances.
Corporate activities
During the year Mr John Barr and Mr Mark Smyth resigned as directors of the Company. Their contribution was significant and we wish them well in their future endeavours.
In April 2008 Western Desert Resources Limited (“WDR”) (ASX:WDR), an exploration company operating in Australia, acquired a substantial shareholding in Thor. The Company subsequently invited myself, along with Norman Gardner and Michael Ashton, to join the board. At this time, John Barr resigned as Executive Chairman and also as a director. WDR acquired 16 million ordinary shares and Thor placed a further 9 million shares with WDR at 8 cents per share. This resulted in WDR shareholding accounting for 16.7% of the expanded issued capital.
Personnel
Mr Ian Sheffield-Parker has been appointed Chief Operating Officer. Mr Sheffield-Parker will initially be based in Perth before moving to Adelaide early in 2009. Mr Sheffield-Parker has a background in both mining engineering and process engineering with over 20 years experience in Australia and southern Africa.
Mr Sheffield Parker has held senior positions as Project Manager-Frontier Project for TSX listed First Quantum Minerals in the Democratic Republic of Congo, executive director of Skardon River Kaolin Project and previously as General Manager of Eneabba Mineral Sands for Iluka Resources Ltd.
The directors and I gratefully acknowledge the efforts of our small band of employees, contractors and consultants who have assisted us during the past year and continue to assist in our next phase as we move towards development of mining operations at Molyhil.
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Thor Mining PLC Chairman’s Statement
While it is expected that difficult trading conditions on world stock markets may persist in the near term, the fundamentals of the Company’s flagship project, Molyhil, remain sound. Demand for and pricing of tungsten and molybdenum products remain strong, and we are confident that construction activities will commence during the coming year. In addition, the board of Thor Mining is focussed on expanding the portfolio of projects in the speciality metals field, with the Hatches Creek multi-commodity project showing real promise and a renewed commitment to identify & acquire new projects to enhance shareholder value.
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Michael Billing Chairman 28 August 2008
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Thor Mining PLC Review of Operations
THOR PROJECTS
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MOLYHIL TUNGSTEN - MOLYBDENUM PROJECT (MOLYHIL)
Molyhil has a mining reserve containing a total of 4.8 million pounds of molybdenum metal and 700,000 mtu’s of tungsten where a proposed open cut mine and processing facility is planned. The main objective of the proposed development is to produce scheelite and molybdenite concentrate for sale.
It comprises an Exploration Licence and three granted Mining Leases situated east of Alice Springs in central Australia.
A number of milestones have been achieved during this financial year, including:
New mining reserve completed with 98% increase in overall tonnage to 2.21 million tonnes
Engineering review completed at a revised rate of 400,000 tpa, life of mine to extend over 5yrs
Landmark Native Title agreement signed with eastern Arrente indigenous people and the Central Land Council
Offtake agreement signed for life of mine with CITIC Australia
Granting of the three mining leases at Molyhil
Mining Management Plan approved
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Thor Mining PLC Review of Operations
Reserve Upgrade
The Proven and Probable reserve is based on only the Measured and Indicated categories of the revised resource. Approximately 73% of these Measured and Indicated resource tonnages converted to reserve status, which now totals:
| Tonnes | GradeWO3 | GradeMoS2 | |
|---|---|---|---|
| Proven | 461,000 | 0.47% | 0.30% |
| Probable | 1,750,000 | 0.47% | 0.19 % |
| Total | 2.21 million tonnes | 0.47% | 0.21% |
This represents a reserve tonnage increase of 98%.
Open pit designs have now been completed in two stages. The initial pit has been designed for the first 3.7 years of operation to maximise cash flow with the subsequent pit design continuing for a further 1.9 years at current commodity prices.
The mining reserve contains a total of 4.8 million pounds of molybdenum metal and 700,000 mtu’s of tungsten which will be recovered over the expected 5.6 year life of the open pit design.
Engineering
Perth-based consulting engineering group, GR Engineering Pty Ltd, has completed a review of the capital cost estimate for the Molyhil Project. This included the previously announced proposed upgrade in the processing capacity of the plant to 400,000 tonnes per annum.
Metallurgical
The Thor development team continues to review operating costs by looking at economies of scale and streamlining of process strategies. As part of this exercise a technical review of the process, and the cost to remove the magnetite for use in the steel industry is in process. Fine magnetite products for the coal washing industry could also be produced as part of the flow sheet. Removal of the magnetite upfront reduces the amount of material to be processed downstream by 26%, and indicates that up to 100,000 tonnes of magnetite product can be produced annually. Revenue from sales of these products will translate to improvement in the economic model
Nagrom, the specialist metallurgical group, particularly in gravity recovery of metals has completed a gravity concentration trial to extract the magnetite and concentrate molybdenum and tungsten together as part of an alternate flow sheet that would reduce capital and operating costs. Preliminary assays indicate that a quality magnetite product with an iron purity of 69.2% can be produced with very little contamination from deleterious elements.
Mining Agreement
Thor signed a landmark Native Title Mining Agreement in October 2007 that will enabled the Molyhil Mining Leases to be granted. The Agreement was signed with representatives of the community of the Eastern Arrente people of the Central Northern Territory, one of the largest Indigenous groups in Central Australia.
The signing followed the completion of an Indigenous Land Use Agreement in 2002 for exploration in the area. Traditional Owners and the Central Land Council met with Thor representatives on site in March 2007 to finalise mine infrastructure approval.
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Thor Mining PLC Review of Operations
Off-take Agreement
In March 2008 Thor signed an off-take agreement with CITIC Australia Commodity Trading Pty Ltd, a subsidiary of CITIC Australia Trading Limited (ASX:CAL). The CITIC Group is one of China’s largest state-owned companies with assets in excess of US$180 billion. The offtake agreement commits CITIC to take 100% of the Molybdenum and Tungsten concentrates to be produced from the Molyhil Project.
The CITIC Group in Australia has assets and annual sales of over A$1.2 billion. Its operations include a 22.5% interest in the Portland Aluminium Smelter Joint Venture in Victoria, a 17.66% shareholding in Macarthur Coal Limited, a 7% direct interest in the Coppabella/Moorvale Coal Joint Venture, a 76.35% shareholding in the ASX-listed CITIC Australia Trading Limited, and interests in a series of exploration projects.
Mining Leases Granted
The three mining leases, ML 23825, ML 24429 and ML 25721 which cover a total area of 246ha were granted in April 2008. The grant of the three mining leases marks a further key milestone in the approvals process for the Molyhil Project.
Mining Management Plan
The final review of the MMP by the Department of Primary Industries, Fishing and Mining (DPIFM) in the Northern Territory has been completed and official approval was given subject to the submission of a bond or bank guarantee for rehabilitation of the proposed ground disturbances.
MOLYHIL EXPLORATION
OORABRA REEFS – BARITE - FLOURITE
A total of 58 rock chip samples (A105771-A105828) were collected during the year from barite/fluorite veining east of Molyhil near Gap Bore. Assay results have confirmed significant barite mineralization with assays up to 9.37% Ba returned, many others range between 3.5 to 4.5% Ba. Visually massive fluorite was noted in most samples. Historically values rage from 5.7% CaF2 to 85% CaF2 (Central Pacific Minerals). Further check assaying for other elements will need to be carried out including F as CaF2 (fluorite or fluorspar). In 1972 Central Pacific Minerals identified an inferred resource of 250,000 short tonnes at 37% CaF2, this resource is excised from the Molyhil tenant EL23825.
The area in general seems to be under explored and has potential for REE’s (rare earth elements), barite, fluorite, gold, silver and base metals. Given the recent price increases of Barite and Fluorite and the proximity to infrastructure at Molyhil the area is worthy of further investigation.
HATCHES CREEK TUNGSTEN – GOLD – COPPER PROJECT
Hatches Creek Project is made up of three granted Exploration Licences, which are located in the central portion of the Northern Territory. The Exploration Licence Applications cover 63 km[2] which falls within the Anurrete Aboriginal Land Trust under the provisions of the Aboriginal Land Right Act (NT) Act 1976. Mining activities were conducted from 1913 until 1957 and there are numerous reefs within 16 groups of lodes.
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Thor Mining PLC Review of Operations
In May 2008 a rock chip and mapping program, was conducted to assist with planning of the proposed RC drilling program. A total of 174 rock chip samples were taken over old workings and from abandoned stockpiles associated with the historic mining centre.
Exciting results have been received from the 5 main groups of workings. Significantly the average Tungsten grade returned from 174 samples of wolfram – quartz veins was 2.19%, with a strong Cu, Ag and Bi association with average results of 1.92%, 5.36ppm and 0.22% respectively.
A strong gold association was noted at the Pioneer mine area with maximum gold results of up to 7.24 ppm Au and an average of 0.92ppm Au. At ‘Hit and Miss’ group a number of samples also returned favourable Molybdenum assays peaking at 1.98%.
Significant potential for additional mineralisation under cover between the northern and southern areas of EL22912 exists. RC drilling is scheduled for this current financial year.
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Old Pioneer Mine and Battery
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Thor Mining PLC Review of Operations
URANIUM EXPLORATION
Hale River Uranium Project
An air core drilling program was completed in the September quarter at the Hale River Uranium Project with a total of 28 holes completed for 1,829 metres of drilling. Geological logging of the drill holes confirmed the presence of downward coarsening sandy sequences and carbonaceous horizons within the targeted channels. Results from the upper carbonaceous horizon returned values up to 100ppm U confirming the presence of weak redox style mineralisation. Existing anomalies need further drill testing and work to date has confirmed the presence of suitable “trap sites” for roll front style Uranium mineralisation.
Plenty Highway Project
Late in 2007 a program of reconnaissance air core drilling was completed at the Plenty Highway Uranium Project with a total of 16 holes completed for 1,582 m drilled.
A number of the holes did not reach bedrock due to the intersection of deep clay horizons which exceeded the capabilities of the drill rig. The HoistEM data appears to have correctly defined the extent and approximate depth of the palaeo-channels in the area.
The most prospective area appears to be between holes 07PHAC010 and 012, although results from this area rarely exceeded 5ppm U, a 8 m thick sandy horizon was identified as a prospective zone. Further analysis of the EM survey is required to develop new drilling targets in this area.
Harts Range Project
The Harts Range project area lies on the eastern margin of the Entia Dome. The Entia Gneiss forms the core of the Entia Dome, which is located on the western part of the Exploration Licence area.
Reconnaissance rock chip samples taken on pegmatite veins mapped at the Daicos prospect area returned a best assay of 19.37% U from highly radioactive samples with visible uraninite and columbite. Other highly anomalous elements associated with these samples included assays up to 28.32% Nb and 25.52% Ta.
During October 2008 a total of 374-80 mesh soil samples were collected over a 100m x 50m contact zone covering the Daicos prospect area. A further 24 additional rock chip samples were collected from veining in the area. Drilling is being planned to determine the thickness and strike extent of the individual zones.
The gridded geochemical data, specifically Niobium plus Tantalum mapped the main pegmatite vein and indicates that it extends north under surface cover. Three other subtle anomalies parallel and to the north-west require investigation.
Uranium is also noted in soil anomalies corresponding with the interpolated extension of a number of the pegmatites.
Further reconnaissance rock chip sampling has confirmed earlier high grade assays with a best of 7.7% U, 13.8% Ta and 8.54% Nb. Other anomalous elements included Dy, Er, Gd, Hf, Ho, Nd, Tb, Th, Y and Zr.
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Thor Mining PLC Review of Operations
Vegetation sampling over the Daicos pegmatite was also conducted in conjunction with Genalysis Laboratory Services in Perth as part of a study to check the viability of REE geochemical sampling via vegetation in the area. Fifteen vegetation samples were collected from the area in December 2007. The most abundant species in the area is known as Kurara bush. REE response was high in two samples, the leaves giving a higher response than the twigs. The highest assay values came from sample A105767 which returned 416ppm Dy, 407ppm Gd and 1327ppm Nd .
Anomalous rock chip sample assays were returned from Haddock Prospect from additional reconnaissance sampling over the base of the hill in epidote altered metamorphosed sediments. A best result of 904.5ppm U was returned from the sampling.
Further reconnaissance sampling at Indiana prospect has confirmed that anomalous uranium mineralisation associated with outcropping pegmatite in a shear zone extends in excess of 600 metres in strike length. Anomalous rock chip assays were returned up to 781.3 ppm U.
Bundey River
At Bundey a total of 27 air core holes 07BRAC001- 027 were drilled for 1,685m. Sampling was completed with composite samples taken every 3m. A total of 567 samples were sent to Amdel in Adelaide for multi element analysis. Results have not been received.
Average depth of the holes was 60m. Both sand and carbonaceous clay units have been intersected in most holes, the latter returning the most anomalous scintillometer reading of up to 317cps.
Basement lithology consisting of a pyritic quartz biotite garnet gneiss was intersected at the bottom of hole 08BRAC011 containing a significant amount of disseminated and massive pyrite bands that may also be the source of some of the basement conductors interpreted from the SkyTEM data. A thick unit of carbonaceous sediments was intersected in 08BRAC012 from 103m to bottom of hole which coincides with both a strong paleo channel conductor and basement conductor.
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Thor Mining PLC Review of Operations
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Bundey EM Survey showing Drill Hole Locations
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Thor Mining PLC Review of Operations
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Exploration Manager (Stuart Till) with coal intersection in drill hole 08BRAC012
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Thor Mining PLC Review of Operations
Site Environmental Policy
Thor Mining PLC is committed to protection and management of the environment in a responsible manner during the currency of its operation. The objective of management at the site is to minimise adverse impacts on the environment from planning through development, mining, production and to decommissioning .
Occupational Health And Safety Policy
Thor Mining PLC is fully committed to the establishment and maintenance of a safe and healthy work environment for all employees without compromising employee job productivity.
Thor Mining PLC recognises that the duty of care is the over arching principle for this Policy.
To achieve this, Molyhil Mine will:
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Comply with all Northern Territory laws, regulations and standards or other applicable Federal legislation;
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Develop, implement and maintain a comprehensive Environmental Management System;
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Promote environmental awareness among the workforce to increase understanding of environmental responsibilities and to develop a “stakeholder” interest in the work force for improved environmental protection and management;
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Utilise leading practice environmental management procedures in operating and rehabilitation programs;
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Monitor performance of site discharges at a frequency higher than required by regulations and licences and provide safeguards and contingency plans to detect and prevent any potential adverse impacts;
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Develop and train an environmental emergency response team for damage control and rehabilitation at sites where an inadvertent spillage of potentially polluting material has occurred
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At the required frequency, report environmental performance to government
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Regularly check environmental management performance of Company and contractor operations by internal and external auditing
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Require the site employees, contractors and other third parties to exceed, or as a minimum, conform with the site standards and procedures for environmental management
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Minimise waste and maximise the use of re-cycling programs to reduce exploitation of resources
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Rehabilitate to current standards or exceed the standards required by government so that the site can be returned to rangelands grazing
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At closure, leave the site in a clean, safe, stable and erosion-free condition.
Thor Mining PLC is committed to providing a safe working environment for all employees.
Company and Employee Commitment:
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Work environment and conditions for employees are above those prescribed by relevant laws and statutory regulations.
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The Company will educate all employees in best and safe work practices in their working environment to ensure that they are not exposed to any unnecessary health and safety risk.
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All employees will support, implement and adhere to the Company Occupational, Health and Safety Programme.
Molyhil RC Drilling
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Thor Mining PLC Review of Operations
Corporate Environmental Policy
Thor Mining PLC identifies environmental management as essential to its own future. The company considers that sound environmental management benefits all stakeholders, including shareholders, employees, nearby residents and the broader community.
Thor Mining PLC regards environmental care as an integral part of its business, and is committed to excellence in the management of environmental matters. Thor Mining PLC aims to minimise environmental impacts at every stage of work, from planning through exploration, development, mining, production and decommissioning.
The objectives of the company’s commitment to environmental management are to:
- Comply with all environmental legislation, licences and regulations.
Indigenous People’s Policy
Thor Mining PLC wishes to establish and maintain a good working relationship with Indigenous People who may be affected by the Company’s operations. To achieve this it is Thor’s policy to:
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Respect the culture and heritage of Indigenous People affected by the Company’s operations.
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Undertake appropriate heritage surveys to ensure that sites of cultural significance to Indigenous People are not inadvertently damaged by the Company’s operations.
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Regularly consult with relevant Indigenous People to ensure that they are kept informed of the Company’s activities and that their concerns are considered in the design and management of the Company’s activities.
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Promote cross-cultural awareness.
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Develop, implement and maintain a comprehensive Environmental Management System.
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Recognise conservation and heritage values.
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Identify, manage and monitor potential environmental impacts, striving to comply with international leading practice.
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Rehabilitate disturbed land surfaces.
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Review and evaluate environmental performance.
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Seek continuous improvement in exploration, mining, waste management and the use of resources.
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Promote cross-cultural awareness, and wherever possible, protect sites of cultural significance.
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Have timely and effective communications with landowners, relevant indigenous people and others who may be directly affected by company operations.
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Communicate regularly with employees, suppliers, contractors and customers about the aims of the Corporate Environmental Policy and the responsibilities implied.
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Provide information to the community, share holders and government authorities about the company’s environmental performance.
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Whenever feasible, provide employment and training for Indigenous People affected by the Company’s operations.
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The Company can not guarantee a successful exploration outcome that will benefit all stakeholders (Indigenous People, landowners, the Company and its shareholders and the community at large), but in the event of an economic discovery the Company will engage in open negotiations with Traditional Owners to complete an agreement on the development of the discovery to the satisfaction and benefit of all parties.
Molyhil Traditional Owners Meeting
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Thor Mining PLC 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 2008.
Principal activities and review of the business
The principal activity of the Group is the exploration for and potential development of molybdenum, tungsten and uranium deposits in the Northern Territory of Australia. The molybdenum and tungsten assets include the Molyhil Molybdenum-Tungsten Project (“Molyhil”) which has completed a Definitive Feasibility Study (DFS) and Hatches Creek which is in the exploration stage. The uranium assets include the Hale River Uranium project, the Plenty Highway project and the Harts Range project.
A detailed review of the Group’s activities is set out in the Review of Operations.
Business Review and future developments
A review of the current and future development of the Group’s business is given in the Chairman’s Statement and Review of Operations on pages 3-14.
Results and dividends
The Group incurred a loss after taxation of £1,077,000 (2007: £1,387,000) and no dividends have been paid or are proposed.
Key Performance Indicators
Given the nature of the business and that the Group is on an exploration and development phase of operations, the directors are the opinion that analysis using KPI’s is not appropriate for an understanding of the development, performance or position of our businesses at this time.
Post Balance Sheet events
At the date these financial statements were approved, being 28 August 2008, the Directors were not aware of any significant post balance sheet events other than those set out in the notes to the financial statements.
Substantial Shareholdings
At 22 August 2008 the following had notified the Company of disclosable interests in 3% or more of the nominal value of the Company’s shares:
| Ordinary shares | % | |
|---|---|---|
| Western Desert Resources Limited1 | 24,973,076 | 16.71 |
| Vidacos Nominees Ltd | 10,610,032 | 7.10 |
| ANZ Nominees Ltd | 5,398,928 | 3.61 |
| Credit Suisse Client Nominees (UK) Limited | 4,450,000 | 2.98 |
1Michael Billing, Michael Ashton and Norman Gardner are all directors of Western Desert Resources Limited.
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Thor Mining PLC Directors’ Report
Directors
The Directors who served during the period and their interests in the share capital of the Company at 30 June 2008 was as follows:
| Ordinary | Shares | Warrants | Warrants | Unlisted | ||
|---|---|---|---|---|---|---|
| Options | ||||||
| 30 June | 30 June | |||||
| 2008/Date | 2008/Date | |||||
| of | 30 June | of | 30 | June | ||
| resignation | 2007 | resignation | 2007 | |||
| Michael Billing1 | 48,000 | - | - | - | - | |
| John Young | 74,466 | 33,678 | 38,039 | 16,839 | 5,000,000 | |
| Gregory Durack | 91,153 | 75,000 | 45,900 | 8,400 | 1,500,000 | |
| Michael Ashton1 | 318,877 | - | 265,050 | - | - | |
| Norman Gardner1 | 263,980 | - | 7,790 | - | - | |
| John Barr2 | 1,095,379 | 240,000 | 444,799 | - | 2,250,000 | |
| P Mark Smyth3 | 1,383,333 | 1,383,333 | 691,666 | 691,666 | - |
1 Appointed 30 April 2008
2 Resigned 30 April 2008 3 Resigned 10 April 2008
Directors’ Remuneration
The Company remunerates the Directors at a level commensurate with the size of the Company and the experience of its Directors. The Remuneration Committee 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 5 to the financial statements.
Corporate Governance
A statement on Corporate Governance is set out on pages 19 to 21.
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 and the revised Equator Principles with regard to the environment.
Employment Policies
The Group will be committed to promoting policies which ensure that high calibre employees are attracted, retained and motivated, to ensure the ongoing success for the business. Employees and those who seek to work within the Group are treated equally regardless of sex, 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.
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Thor Mining PLC Directors’ Report
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. It is usual for suppliers to be paid within 30 days of receipt of invoice. At 30 June 2008, the Company’s creditors were equivalent to 23 days costs.
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.
Statement of disclosure of information to auditors
As at the date of this report the serving directors confirm that:
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So far as each director is aware, there is no relevant audit information of which the Company’s auditors are unaware, and
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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 are aware of that information
Auditors
In accordance with section 384 of the Companies Act 1985, a resolution to reappoint Chapman Davis LLP and to authorise the directors to fix their remuneration will be proposed at the next Annual General Meeting.
Going Concern
Notwithstanding the loss incurred during the period under review, the directors are of the opinion that ongoing evaluations of the Company’s interests indicate that preparation of the Group’s accounts on a going concern basis is appropriate.
Statement of Directors’ Responsibilities
Company law in the United Kingdom requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing those financial statements, the directors are required to:
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select suitable accounting policies and then apply them consistently;
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make judgments and estimates that are reasonable and prudent;
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state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping proper accounting records, for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities. They are also responsible for ensuring that the annual report includes information required by the Alternative Investment Market.
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Thor Mining PLC Directors’ Report
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 August 2008.
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Damian P Delaney Company Secretary
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Thor Mining PLC Corporate Governance Statement
The Board is committed to maintaining high standards of corporate governance. The Listing Rules of the Financial Services Authority incorporate the Combined Code, which sets out the principles of Good Governance, and the Code of Best Practice for listed companies. Whilst the Company is not required to comply with the Combined Code, the Company’s corporate governance procedures take due regard of the principles of Good Governance set out in the Combined Code in relation to the size and the stage of development of the Company.
Board of Directors
The Board of Directors currently comprise of one Executive Director who is the Chief Executive Officer and four Non-Executive Directors. The directors are of the opinion that the Board comprises a suitable balance and that the recommendations of the Combined Code have been implemented to an appropriate level. The Board, through the Chairman and the Chief Financial Officer in particular, maintains regular contact with its advisers and public relations consultants in order to ensure that the Board develops an understanding of the views of major shareholders about the Company.
Board Meetings
The Board meets regularly throughout the year. For the period ending 30 June 2008 the Board met 7 times in relation to normal operational matters. The Board is responsible for formulating, reviewing and approving the Company's strategy, financial activities and operating performance. Day to day management is devolved to the Executive Director who is charged with consulting the Board on all significant financial and operational matters.
All Directors have access to the advice of the Company’s solicitors and the Company Secretary. Necessary information is supplied to the directors on a timely basis to enable them to discharge their duties effectively, and all directors have access to independent professional advice, at the Company's expense, as and when required.
Board Committees
The Board has established the following committees, each which has its own terms of reference:
Audit Committee
The Audit Committee considers the Group’s financial reporting (including accounting policies) and internal financial controls. The Audit Committee comprises of the full Board and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on.
Remuneration Committee
The Remuneration Committee is responsible for making recommendations to the Board on Directors’ and senior executives’ remuneration. It comprises of the full Board. NonExecutive Directors’ remuneration and conditions are considered and agreed by the Board. Financial packages for the Executive Director is established by reference to those 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 Committee will also have regard to the terms which may be required to attract an equivalent experienced executive to join the Board from another company.
19
Thor Mining PLC Corporate Governance Statement
Internal controls
The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. The Board is aware that no system can provide absolute assurance against material misstatement or loss, however, in light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.
Risk Management
The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by senior management to forecasts. Project milestones and timelines are regularly reviewed.
Risks and uncertainties
The principal risks facing the Company are set out below. Risk assessment and evaluation is an essential part of the Group’s planning and an important aspect of the Group’s internal control system.
General and economic risks
• Contractions in the world’s major economies or increases in the rate of inflation resulting from international conditions;
• Movements in the equity and share markets in the United Kingdom and throughout the world;
• Weakness in global equity and share markets in particular, in the United Kingdom, and adverse changes in market sentiment towards the resource industry;
• Currency exchange rate fluctuations and, in particular, the relative prices of Australian Dollar, and the UK Pound;
• Exposure to interest rate fluctuations; and
• Adverse changes in factors affecting the success of exploration and development operations, such as increases in expenses, changes in government policy and further regulation of the industry; unforeseen major failure, breakdowns or repairs required to key items of plant and equipment resulting in significant delays, notwithstanding regular programmes of repair, maintenance and upkeep; variations in grades and unforeseen adverse geological factors or prolonged weather conditions.
Funding risk
• The Group or the companies in which it has invested may not be able to raise, either by debt or further equity, sufficient funds to enable completion of planned exploration, investment and/or development projects.
Commodity risk
• Commodities are subject to high levels of volatility in price and demand. The price of commodities depends on a wide range of factors, most of which are outside the control of the Company. Mining, processing and transportation costs also depend on many factors, including commodity prices, capital and operating costs in relation to any operational site.
20
Thor Mining PLC Corporate Governance Statement
Exploration and development risks
• Exploration and development activity is subject to numerous risks, including failure to achieve estimated mineral resource, recovery and production rates and capital and operating costs.
• Success in identifying economically recoverable reserves can never be guaranteed. The Company also cannot guarantee that the companies in which it has invested will be able to obtain the necessary permits and approvals required for development of their projects.
• Some of the countries in which the Company operates have native title laws which could affect exploration and development activities. The companies in which the Company has an interest may be required to undertake clean-up programmes on any contamination from their operations or to participate in site rehabilitation programmes which may vary from country to country. The Group’s policy is to follow all applicable laws and regulations and the Company is not currently aware of any material issues in this regard.
• Timely approval of mining permits and operating plans through the respective regulatory agencies cannot be guaranteed.
-
Availability of skilled workers is an ongoing challenge.
-
Geology is always a potential risk in mining activities
Market risk
• The ability of the Group (and the companies it invests in) to continue to secure sufficient and profitable sales contracts to support its operations is a key business risk.
Insurance
The Group maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company.
Treasury Policy
The Group finances its operations through equity and holds its cash as a liquid resource to fund the obligations of the Group. Decisions regarding the management of these assets are approved by the Board. Refer Note 22.
Securities Trading
The Board has adopted a Share Dealing Code that applies to Director, senior management and any employee who is in possession of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has received the appropriate prescribed clearance.
Relations with Shareholders
The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements and regular updates of the Company website. The Board views the AGM as a forum for communication between the Company and its shareholders and encourages their participation in its agenda.
21
Thor Mining PLC Independent Auditors Report to the Shareholders of Thor Mining Plc
We have audited the group and parent company financial statements of Thor Mining PLC for the year ended 30 June 2008, which comprise the Consolidated Income Statement, the Group and Parent Balance Sheets, Consolidated and Parent Cash Flow Statement, Group and Parent Statement of Changes in Equity, and the related notes 1 to 23. These financial statements have been prepared under the accounting policies set out therein.
Respective Responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRS’s) as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have been properly prepared in accordance with the Companies Act 1985, and as regards the group financial statements, Article 4 of the IAS Regulation. We also report to you whether in our opinion the information given in the Directors’ Report is consistent with the financial statements.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding Directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Directors’ Report, Corporate Governance Statement and Executive Chairman’s Review. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements and the part of the Directors’ remuneration report to be audited.
22
Thor Mining PLC Independent Auditors Report
Opinion
In our opinion:
-
the group financial statements give a true and fair view, in accordance with IFRS’s as adopted by the European Union, of the state of the Group’s affairs as at 30 June 2008 and of its loss for the year then ended;
-
the parent company financial statements give a true and fair view, in accordance with IFRS’s as adopted by the European Union as applied in accordance with the provisions of the Companies Act 1985, of the state of the parent company’s affairs as at 30 June 2008;
-
the financial statements have been properly prepared in accordance with the Companies Act 1985 and, as regards the group financial statements, Article 4 of the IAS Regulation; and
-
the information given in the Directors’ Report is consistent with the financial statements.
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Chapman Davis LLP Registered Auditors London 28 August 2008
23
Thor Mining PLC
Income Statements for the year ended 30 June 2008
| Note Administrative expenses Corporate expenses Other expenses Operating loss 3 Interest received 4 Other income 4 Loss before tax Tax on loss on ordinary activities 6 Loss for the financial year Loss per share – basic 7 Loss per share – diluted 7 |
Consolidated 2008 2007 £’000 £’000 (553) (323) (572) (1,190) (93) - |
Company 2008 2007 £’000 £’000 (237) (84) (480) (1,066) - - |
|---|---|---|
| (1,218) (1,513) 104 126 37 - |
(717) (1,150) 32 - - - |
|
| (1,077) (1,387) - - |
(685) (1,150) - - |
|
| (1,077) (1,387) |
(685) (1,150) |
|
| (0.76)p (1.27)p (0.76)p (1.27)p |
Continuing operations
All items relate to continuing operations
24
Thor Mining PLC Balance Sheets At 30 June 2008
| Note ASSETS Non-current assets Intangible assets 8 Investments in subsidiaries 9 Loan to subsidiaries 10 Exploration costs 11 Plant and equipment 12 Total non-current assets Current assets Cash and cash equivalents Trade & other receivables 13 Prepayments Total current assets Total assets LIABILITIES Current liabilities Trade and other payables 14 Provisions 15 Interest bearing liabilities 16 Total current liabilities Non-current liabilities Interest bearing liabilities 16 Total non-current liabilities Total liabilities Net assets EQUITY Issued share capital 17 Share premium Foreign exchange reserve Merger reserve Option revaluation reserve 18 Retained losses Total equity |
Consolidated Consolidated Company Company 2008 2007 2008 2007 £’000 £’000 £’000 £’000 5,419 4,191 - - - - 1,977 1,977 - - 4,581 4,636 1,171 726 - - 113 95 2 1 |
|---|---|
| 6,703 5,012 6,560 6,614 |
|
| 1,321 1,836 747 155 29 96 3 8 14 10 12 9 |
|
| 1,364 1,942 762 172 |
|
| 8,067 6,954 7,322 6,786 |
|
(117) (181) (46) (43) (5) (9) - - (20) (11) - - |
|
| (142) (201) (46) (43) |
|
(79) (60) - - |
|
| (79) (60) - - |
|
| (221) (261) (46) (43) |
|
| 7,846 6,693 7,276 6,743 |
|
448 399 448 399 6,706 5,616 6,706 5,616 1,443 431 - - 1,634 1,634 1,634 1,634 862 783 862 783 (3,247) (2,170) (2,374) (1,689) |
|
| 7,846 6,693 7,276 6,743 |
These Financial Statements were approved by the Board of Directors on 28 August 2008 and were signed on its behalf by:
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Michael Billing Non-Executive Chairman
John Young Chief Executive Officer
25
Thor Mining PLC
Cash Flow Statements for the year ended 30 June 2008
| Cash flows from operating activities Operating Loss Decrease/(increase) in trade and other receivables Increase in trade and other payables Depreciation Share options expensed Unrealised exchange gain Sundry income Net cash outflow from operating activities Cash flows from investing activities Interest received Purchase of property, plant and equipment Payments for mine development expenditure Payments for exploration expenditure Loan to controlled entities Net cash outflow from investing activities Cash flows from financing activities Repayment of borrowings Net issue of ordinary share capital Net cash inflow from financing activities Net decrease/(increase) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Consolidated Consolidated Company Company 2008 2007 2008 2007 £’000 £’000 £’000 £’000 (1,218) (1,513) (717) (1,150) 63 (56) 2 13 59 22 3 30 39 29 - - 79 683 79 683 302 372 - - 37 - - - |
|---|---|
| (639) (463) (633) (424) |
|
| 104 126 32 - (64) (38) (1) (1) (702) (727) - - (342) (1,389) - - - - 55 (3,536) |
|
| (1,004) (2,028) 86 (3,537) |
|
| (11) (5) - - 1,139 3,848 1,139 3,848 |
|
| 1,128 3,843 1,139 3,848 |
|
| (515) 1,352 592 (113) 1,836 484 155 268 |
|
| 1,321 1,836 747 155 |
26
Thor Mining PLC Statements of Changes in Equity For the year ended 30 June 2008
| Consolidated At 1 July 2006 Loss for the period Foreign currency translation reserve Total recognised income and expense Share based payments expense Share issued At 30 June 2007 At 1 July 2007 Loss for the period Foreign currency translation reserve Total recognised income and expense Share based payments expense Shares issued At 30 June 2008 Company At 1 July 2006 Loss for the period Total recognised income and expense Share based payments expense Share issued At 30 June 2007 At 1 July 2007 Loss for the period Total recognised income and expense Share based payments expense Share issued At 30 June 2008 |
Issued Share Capital Share Premium Retained Earnings Foreign Currency Translation Reserves Merger Reserve Option Reserve Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 192 1,928 (783) 59 405 100 1,901 - - (1,387) - - - (1,387) - - - 372 - - 372 - - (1,387) 372 - - (1,015) - - - - - 683 683 207 3,688 - - 1,229 - 5,124 399 5,616 (2,170) 431 1,634 783 6,693 399 5,616 (2,170) 431 1,634 783 6,693 - - (1,077) - - - (1,077) - - - 1,012 - - 1,012 - - (1,077) 1,012 - - (65) - - - - - 79 79 49 1,090 - - - - 1,139 448 6,706 (3,247) 1,443 1,634 862 7,846 192 1,928 (539) - 405 100 2,086 - (1,150) - - (1,150) |
|---|---|
| - - (1,150) - - - (1,150) - - - - - 683 683 207 3,688 - - 1,229 - 5,124 |
|
| 399 5,616 (1,689) - 1,634 783 6,743 |
|
| 399 5,616 (1,689) - 1,634 783 6,743 - - (685) - - - (685) |
|
| - - (685) - - - (685) - - - - - 79 79 49 1090 - - - - 1,139 |
|
| 448 6,706 (2,374) - 1,634 862 7,276 |
27
Thor Mining PLC Notes to the Accounts for the year ended 30 June 2008
1 Principal accounting policies
a) Authorisation of financial statements
The Group financial statements of Thor Mining PLC for the year ended 30 June 2008 were authorised for issue by the Board on 28 August 2008 and the balance sheets signed on the Board's behalf by Michael Billing and John Young. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange and the Australian Stock Exchange.
b) Statement of compliance with IFRS
The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The Company’s financial statements have been prepared in accordance with IFRS as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 1985. The principal accounting policies adopted by the Group and Company are set out below.
c) Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis.
The financial report is presented in Sterling and all values are rounded to the nearest thousand pounds (£‘000) unless otherwise stated.
d)
Basis of consolidation
The consolidated financial statements comprise the financial statements of Thor Mining PLC and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
All intercompany balances and transactions have been eliminated in full.
e) Exploration and development expenditure
Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against the income statement in the year in which the decision to abandon the area is made.
A review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.
Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure.
28
Thor Mining PLC Notes to the Accounts for the year ended 30 June 2008
1 Principal accounting policies (continued)
f) Revenue
Revenue is recognised to the extent that it is probable that economic benefits will flow to the group and the revenue can be reliably measured.
Interest revenue
Interest revenue is recognised as it accrues using the effective interest rate method.
g) Deferred taxation
Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences:
-
(i) Except where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and at the time of transaction, affects neither the accounting profit nor taxable profit or loss; and
-
(ii) In respect of taxable temporary differences associated with investments in subsidiaries, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
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, except:
-
(i) When the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
-
(ii) When the deductible temporary difference is associated with investments in subsidiaries, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to 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.
29
Thor Mining PLC Notes to the Accounts
1 Principal accounting policies (continued)
g) Deferred taxation (continued)
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.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.
h)
Trade and other payables
Trade and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.
i) Foreign currencies
The Company’s functional currency is Sterling (£). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. As at the reporting date the assets and liabilities of these subsidiaries are translated into the presentation currency of Thor Mining PLC at the rate of exchange ruling at the balance sheet date and their income statements are translated at the average exchange rate for the year. The exchange differences arising on the translation are taken directly to a separate component of equity.
All other differences are taken to the income statement with the exception of differences on foreign currency borrowings, which, to the extent that they are used to finance or provide a hedge against foreign equity investments, are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves.
j) Share based payments
The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black-Scholes model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Thor Mining PLC (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).
30
Thor Mining PLC Notes to the Accounts
1 Principal accounting policies (continued)
j) Share based payments (continued)
- 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 employee, 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.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 7).
k) Leased assets
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.
(i) Finance Leases
Assets funded through finance leases are capitalised as fixed assets and depreciated in accordance with the policy for the class of asset concerned.
Finance lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised as an expense in the income statement.
(ii) Operating Leases
All operating lease payments are charged to the Income Statement on a straight line basis over the life of the lease.
31
Thor Mining PLC Notes to the Accounts
1 Principal accounting policies (continued)
l) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.
For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts
m)
Trade and other receivables
Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.
An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.
n) Investments
Investments in subsidiary undertakings are stated at cost less any provision for impairment in value, prior to their elimination on consolidation.
o) Financial instruments
The Group’s financial instruments, other than its investments, comprise cash and items arising directly from its operation such as trade debtors and trade creditors. The Group has overseas subsidiaries in Australia whose expenses are denominated in Sterling, and Australian Dollars respectively. Market price risk is inherent in the Group’s activities and is accepted as such. There is no material difference between the book value and fair value of the Group’s cash.
p) Merger reserve
The difference between the fair value of an acquisition and the nominal value of the shares allotted in a share exchange have been credited to a merger reserve account, in accordance with the merger relief provisions of the Companies Act 1985 and accordingly no share premium for such transactions is set-up.
q) Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Land is measured at fair value less any impairment losses recognised after the date of revaluation.
Depreciation is provided on all tangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:
Land (including option costs) – Nil Plant and Equipment – between 5% and 25% All assets are subject to annual impairment reviews.
32
Thor Mining PLC Notes to the Accounts
1 Principal accounting policies (continued)
r) Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cashgenerating 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 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 revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
s)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.
33
Thor Mining PLC Notes to the Accounts
1 Principal accounting policies (continued)
t) Loss per share
Basic loss per share is calculated as loss for the financial year attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.
Diluted loss per share is calculated as loss for the financial year attributable to members of the parent, adjusted for:
-
costs of servicing equity (other than dividends) and preference share dividends;
-
• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
-
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.
(u) 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 1985 and accordingly no share premium for such transactions is set-up.
(v) Share based payments reserve
This reserve is used to record the value of equity benefits provided to employees 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.
(w) 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.
34
Thor Mining PLC Notes to the Accounts
2 Turnover and segmental analysis - Group
The group has not commenced production and therefore recorded no turnover.
The analysis of operating loss before taxation and the net assets employed by geographical segment of operations is shown below:
| By geographical area 2008 Result Operating loss Investment revenue Other income Loss before and after tax Other information Depreciation Capital additions Assets Segment assets Financial assets Cash Consolidated total assets Liabilities Segment liabilities Financial liabilities Consolidated total liabilities |
UK Australia Total £’000 £’000 £’000 (423) (795) (1,218) 31 73 104 - 37 37 (1,077) UK Australia Total £’000 £’000 £’000 - 39 39 1 1,769 1,770 UK Australia Total £’000 £’000 £’000 2 6,701 6,703 15 28 43 1,321 8,067 UK Australia Total £’000 £’000 £’000 - - - 46 175 221 221 |
|---|---|
35
Thor Mining PLC Notes to the Accounts
2 Turnover and segmental analysis – Group (continued)
| By geographical area 2007 UK Australia Total £’000 £’000 £’000 Result Operating loss (1,150) (363) (1,513) Investment revenue - 126 126 Other income - - - Loss before and after tax - - (1,387) Other information UK Australia Total £’000 £’000 £’000 Depreciation - 29 29 Capital additions 1 3,586 3,587 Assets UK Australia Total £’000 £’000 £’000 Segment assets 1 5,011 5,012 Financial assets 17 89 106 Cash - - 1,836 Consolidated total assets - - 6,954 Liabilities UK Australia Total £’000 £’000 £’000 Segment liabilities - - - Financial liabilities 43 218 261 Consolidated total liabilities - - 261 3 Operating loss - Group 2008 2007 £’000 £’000 This is stated after charging: Depreciation 39 29 Auditors’ remuneration – audit services 22 27 Auditors’ remuneration – non audit services - - Options issued – directors, staff and consultants 79 683 Directors emoluments – fees and salaries 321 218 Auditors remuneration for audit services above includes £7,389 (2007: £2,449) charged by Somes and Cooke Chartered Accountants (Australia), relating to audit of the subsidiaries 4 Revenue - Group 2008 2007 £’000 £’000 Interest received 104 126 Other income 37 - |
UK Australia Total £’000 £’000 £’000 (1,150) (363) (1,513) - 126 126 - - - - - (1,387) UK Australia Total £’000 £’000 £’000 - 29 29 1 3,586 3,587 UK Australia Total £’000 £’000 £’000 1 5,011 5,012 17 89 106 - - 1,836 - - 6,954 UK Australia Total £’000 £’000 £’000 - - - 43 218 261 - - 261 |
|
|---|---|---|
36
Thor Mining PLC Notes to the Accounts
5 Directors and executive disclosures - Group
All directors are each appointed under the terms of a Directors letter of appointment. Each appointment provides for annual fees of Australian dollars $40,000 for services as directors. The agreement allows for any services supplied by the Directors to the Company and any of its subsidiaries in excess of 2 days in any calendar month, can be invoiced to the Company at market rate, currently at $1,000 per day.
(a) Details of Key Management Personnel
(i) Executive Directors Executive John Young Chief Executive Officer (ii) Non-executive Directors Michael Billing Non-executive Chairman Gregory Durack Non-executive Director Michael Ashton Non-executive Director Norman Gardner Non-executive Director (iii) Executives Stephen Ronaldson Company Secretary (UK) Damian Delaney CFO/Company Secretary (Australia)
(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. 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.
37
Thor Mining PLC Notes to the Accounts
5 Directors and Executive Disclosures (continued)
(b) Compensation of Key Management Personnel (continued)
Employment contracts
Mr. John Young is employed as the Chief Executive Officer under an Employment Contract with the Company, which requires 6 months notice of termination by either party.
| Salary & Fees | Options | Total | |
|---|---|---|---|
| £’000 | £’000 | £’000 | |
| 30 June 2008 | |||
| Directors | |||
| Michael Billing1 | 5 | - | 5 |
| John Young | 142 | - | 142 |
| Gregory Durack | 15 | - | 15 |
| Michael Ashton1 | 3 | - | 3 |
| Norman Gardner1 | 3 | - | 3 |
| John Barr2 | 142 | - | 142 |
| P Mark Smyth3 | 11 | - | 11 |
| Other Personnel | |||
| Damian Delaney | - | - | - |
| 30 June 2007 | |||
| Directors | |||
| John Barr | 97 | 74 | 171 |
| John Young | 85 | 165 | 250 |
| Gregory M Durack | 24 | 50 | 74 |
| P. Mark Smyth | 12 | - | 12 |
| Other Personnel | |||
| Damian Delaney | - | 50 | 50 |
1 Appointed 30 April 2008
2 Resigned 30 April 2008
3 Resigned 10 April 2008
(c) Compensation by category
| Consolidated The Company |
|
|---|---|
| Key Management Personnel Short-term Post-employment |
2008 2007 2008 2007 £’000 £’000 £’000 £’000 321 557 286 199 - - - - |
| 321 557 286 199 |
(d) Options and rights over equity instruments granted as remuneration
Details of options which were granted over ordinary shares as remuneration during the years ended and 30 June 2008 and 30 June 2007 are detailed in Note 5(e).
38
Thor Mining PLC Notes to the Accounts
5 Directors and Executive Disclosures (continued)
(e) Options holdings of Key Management Personnel
The movement during the reporting period in the number of options over ordinary shares in Thor Mining PLC held, directly, indirectly or beneficially, by key management personnel, including their personally related entities, is as follows:
| Key Management Personnel |
Held at 1 July 2007 |
Granted as remuneration |
Disposal | Exercised | Held at 30 June 2008/or date of resignation |
Vested and exercisable at 30 June 2008 |
|---|---|---|---|---|---|---|
| Directors | ||||||
| Executive | ||||||
| John Barr | 3,583,333 | - | (1,333,333) | - | 2,250,000 | 2,250,0001 |
| John Young | 5,000,000 | - | - | - | 5,000,000 | 5,000,0001 |
| Non-Executive | ||||||
| Michael Billing | - | - | - | - | - | - |
| Gregory Durack | 1,500,000 | - | - | - | 1,500,000 | 1,500,0001 |
| Michael Ashton | - | - | - | - | - | - |
| Norman Gardner | - | - | - | - | - | - |
| P Mark Smyth | - | - | - | - | - | - |
| Other Personnel | ||||||
| Stephen Ronaldson | 455,000 | - | - | - | 455,000 | 455,000 |
| Damian Delaney | 1,500,000 | - | - | - | 1,500,000 | 1,500,000 |
No options held by directors or specified executives are vested but not exercisable, except as set out below:
1 Held in escrow until 27 September 2008
| Key Management Personnel |
Held at 1 July 2006 |
Granted as remuneration |
Consolidation | Exercised | Held at 30 June 2007 |
Vested and exercisable at 30 June 2007 |
|---|---|---|---|---|---|---|
| Directors | ||||||
| Executive | ||||||
| John Barr | 4,000,000 | 2,250,000 | (2,666,667) | - | 3,583,333 | 3,583,3331 |
| John Young | - | 5,000,000 | - | - | 5,000,000 | 5,000,0002 |
| Non-Executive | ||||||
| Gregory Durack | - | 1,500,000 | - | - | 1,500,000 | 1,500,0002 |
| P Mark Smyth | - | - | - | - | - | |
| Other Personnel | ||||||
| Stephen Ronaldson | 1,365,000 | - | (910,000) | - | 455,000 | 455,000 |
| Damian Delaney | - | 1,500,000 | - | - | 1,500,000 | 1,500,000 |
The options granted as remuneration during the year under review to the Directors are in escrow until 27 September 2008.
-
1 2,250,000 of these options are held in escrow until 27 September 2008
-
2 Held in escrow until 27 September 2008
39
Thor Mining PLC Notes to the Accounts
5 Directors and executive disclosures (continued)
(f) Other transactions and balances with related parties
| Specified Directors | Transaction | Note | 2008 | 2007 |
|---|---|---|---|---|
| £’000 | £’000 | |||
| John Barr | Consulting Fees | (i) | 73 | 85 |
| Gregory Durack | Consulting Fees | (ii) | - | 12 |
| John Young | Consulting Fees | (iii) | - | 9 |
| Michael Billing | Consulting Fees | (iv) | 2 | - |
-
(i) The Company used the services of Kensington Consulting Pty Ltd, a company of which Mr. John Barr is a director and employee.
-
(ii) The Company used the consulting services of Martineau Resources Pty Ltd a company of which Mr. Gregory Durack is a director.
-
(iii) The Company used the consulting services of John A Young Geological Services a company of which Mr. John Young is a director.
-
(iv) The Company used the consulting services of MBB Trading Pty Ltd company of which Mr. Michael Billing is a director.
Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms.
6 Taxation - Group
Taxation - Group |
|
|---|---|
| Analysis of charge in year Tax on profit on ordinary activities |
2008 2007 £’000 £’000 - - |
| - - |
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:
| Loss on ordinary activities before tax Standard rate of corporation tax in the UK Loss on ordinary activities multiplied by the standard rate of corporation tax Effects of: Future tax benefit not brought to account Current tax charge for year |
2008 2007 £’000 £’000 (1,077) (1,387) |
|---|---|
| 28%/30% 30% (318) (416) 318 416 |
|
| - - |
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.
40
Thor Mining PLC Notes to the Accounts
7 Loss per share
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.
| 2008 | 2007 | |
|---|---|---|
| £’000 | £’000 | |
| Loss for the year | (1,077) | (1,387) |
| Weighted average number of Ordinary shares | ||
| in issue | 141,295,494 | 114,014,198 |
| Loss per share – basic | (0.76)p | (1.27)p |
| Loss per share – dilutive | (0.76)p | (1.27)p |
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.
8 Intangible fixed assets – Group
Deferred exploration costs
| Deferred exploration costs | |
|---|---|
| Cost At 1 July Additions At 30 June Amortisation At 1 July and 30 June Net book value At 30 June |
2008 2007 £’000 £’000 4,191 1,445 1,228 2,746 |
| 5,419 4,191 |
|
| - - |
|
| 5,419 4,191 |
As at 30 June 2008 the Directors undertook an impairment review of the deferred exploration costs, as a result of which, no provisions were required.
41
Thor Mining PLC Notes to the Accounts
9 Investments – Company
The Company holds 20% or more of the share capital of the following companies:
| Country of registration | Shares held | ||
|---|---|---|---|
| Company | or incorporation | Class | % |
| Molyhil Mining Pty Ltd | Australia | Ordinary | 100 |
| Hatches Creek Pty Ltd | Australia | Ordinary | 100 |
| Hale Energy Limited | Australia | Ordinary | 100 |
| Carrying value of investments in subsidiaries | |||
| 2008 | 2007 | ||
| £’000 | £’000 | ||
| Molyhil Mining Pty Ltd | 700 | 700 | |
| Hatches Creek Pty Ltd | - | - | |
| Hale Energy Limited | 1,277 | 1,277 | |
| 1,977 | 1,977 |
The investments in subsidiaries are carried in the Company’s balance sheet at the lower of cost and net realisable value.
10 Loan to subsidiaries
| 10 Loan to subsidiaries |
|
|---|---|
| Molyhil Mining Pty Ltd Hatches Creek Pty Ltd Hale Energy Limited |
2008 £’000 2007 £’000 2,487 2,542 99 99 1,995 1,995 |
| 4,581 4,636 |
The loans to subsidiaries are non-interest bearing, unsecured and are repayable upon reasonable notice having regard to the financial stability of the company.
42
Thor Mining PLC Notes to the Accounts
11 Exploration costs – Group
| Cost At 1 July Additions At 30 June Amortisation At 1 July and 30 June Net book value At 30 June |
2008 £’000 2007 £’000 726 - 445 726 |
|---|---|
| 1,171 726 |
|
| - - |
|
| 1,171 726 |
As at 30 June 2008 the Directors undertook an impairment review of the exploration and development costs, as a result of which, no provisions were required.
12 Property, plant and equipment
| Plant and Equipment: At cost Accumulated depreciation Total Property, Plant and Equipment |
Group Group CompanyCompany 2008 2007 2008 2007 £’000 £’000 £’000 £’000 192 124 2 1 (79) (29) - - |
|---|---|
| 113 95 2 1 |
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.
| Group: 1 July Additions Disposals Depreciation expense 30 June Parent: 1 July Additions Disposals Depreciation expense 30 June |
2008 2007 £’000 £’000 95 9 97 115 - - (79) (29) |
|---|---|
| 113 95 |
|
| 1 - 1 1 - - - - |
|
| 2 1 |
The carrying value of the plant and equipment includes finance leased assets of £76,470 (2007: £71,000)
43
Thor Mining PLC Notes to the Accounts
13 Current trade and other receivables
| Group | Group | Company | Company | ||
|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | ||
| £’000 | £’000 | £’000 | £’000 | ||
| Trade | and other receivables | 28 | 95 | 3 | 8 |
| Security deposits | 1 | 1 | - | - | |
| 29 | 96 | 3 | 8 | ||
| 14 | Current trade and other payables | ||||
| Group | Group | Company | Company | ||
| 2008 | 2007 | 2008 | 2007 | ||
| £’000 | £’000 | £’000 | £’000 | ||
| Trade | payables | (76) | (66) | (46) | (18) |
| Other | payables | (41) | (115) | (-) | (25) |
| (117) | (181) | (46) | (43) | ||
| 15 | Provisions | ||||
| Group | Group | Company | Company | ||
| 2008 | 2007 | 2008 | 2007 | ||
| £’000 | £’000 | £’000 | £’000 | ||
| Employee benefit provisions | (5) | (11) | - | - | |
| (5) | (11) | - | - | ||
| 16 | Interest bearing liabilities | ||||
| Group | Group | Company | Company | ||
| 2008 | 2007 | 2008 | 2007 | ||
| £’000 | £’000 | £’000 | £’000 | ||
| Finance leases | |||||
| Current | (20) | (11) | - | - | |
| Non-current | (79) | (60) | - | - | |
| (99) | (71) | - | - |
44
Thor Mining PLC Notes to the Accounts
| 17 Issued share capital – Company |
17 Issued share capital – Company |
|||
|---|---|---|---|---|
| 2008 | 2007 | |||
| £’000 | £’000 | |||
| Authorised: | ||||
| 3,333,333,333 ordinary shares of £0.003 each | 10,000 | 10,000 | ||
| Issued up and fully paid: | ||||
| 149,470,949 (2007: 132,859,508) ordinary shares of | £0.003 each | 448 |
399 | |
| Movement in share capital | ||||
| 2008 | 2007 | |||
| Number | £’000 | Number | £’000 | |
| At 1 July | 132,859,508 | 399 | 191,675,000 | 192 |
| Share consolidation | - | - | (127,783,334) | - |
| Share issues | 15,800,000 | 47 | 66,000,000 | 198 |
| Exercise of warrants | 811,441 | 2 | 2,967,842 | 9 |
| At 30 June | 149,470,949 | 448 | 132,859,508 | 399 |
Warrants and Options on issue
The following warrants and options have been issued by the Company and have not been exercised at 30 June 2008:
| Expires | Exercise Price | Number at end of year | Number at end of year |
|---|---|---|---|
| 2008 | 2007 | ||
| 15 June 2009 (listed) | £0.0800 | 65,574,783 | 66,386,224 |
| 15 June 2009 (unlisted)* | £0.1125 | 3,333,333 | 3,333,333 |
| 15 June 2009 (unlisted)*1 | £0.0800 | 13,500,000 | 13,500,000 |
| 15 June 2010 (unlisted)*2 | £0.0600 | 455,000 | 455,000 |
| 15 June 2009 (unlisted) | £0.1125 | 2,750,000 | - |
Share options carry no rights to dividends and no voting rights
1 Mr J A Young holds 5,000,000 options and Mr J W Barr holds 2,250,000 options and Mr G M Durack holds 1,500,000 options held in escrow until 27 September 2008 2 Mr S Ronaldson holds 455,000 options
45
Thor Mining PLC Notes to the Accounts
18 Share option revaluation reserve
| 18 Share option revaluation reserve |
|
|---|---|
| At 1 July Valuation of 12,500,000 options @ £0.033 Valuation of 2,000,000 options @ £0.1350 Valuation of 2,750,000 options @ £0.0289 At 30 June |
Group GroupCompany Company 2008 2007 2008 2007 £’000 £’000 £’000 £’000 783 100 783 100 - 413 - 413 - 270 - 270 79 - 79 - |
| 862 783 862 783 |
The fair value of equity share options granted is estimated at the Balance Sheet dates 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 years ended 30 June 2008 and 30 June 2007.
| November | April | September | ||
|---|---|---|---|---|
| 2007 | 2007 | 2006 | 2006 | |
| Dividend yield | 0.0% | 0.0% | 0.0% | 0.0% |
| Underlying Security spot price | £0.0913 | £0.1969 | £0.0700 | £0.0265 |
| Exercise price | £0.1125 | £0.0800 | £0.0800 | £0.0375 |
| Standard deviation of returns | 70.00% | 70.00% | 70.00% | 70.0% |
| Risk free rate | 5.15% | 4.9% | 4.7% | 4.6% |
| Expiration period | 1.73 yrs | 2.18 yrs | 2.70 yrs | 2.96 yrs |
| Black Scholes valuation | £0.0289 | £0.1350 | £0.0330 | £0.0100 |
19 Analysis of changes in net debt
| Cash at bank and in hand | At 1 July 2007 Cash flows Non-cash changes 30 June 2008 £’000 £’000 £’000 £’000 1,836 (515) - 1,321 |
|---|---|
20 Post balance sheet events
There were no material events arising subsequent to 30 June 2008 to the date of this report which may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in the future.
46
Thor Mining PLC Notes to the Accounts
21 Contingent liabilities and commitments
a) Exploration commitments
Ongoing exploration expenditure is required to maintain title to the Group mineral exploration permits. No provision has been made in the financial statements for these amounts as the expenditure is expected to be fulfilled in the normal course of the operations of the Group.
b) Claims of native title
The Directors are aware of native title claims which cover certain tenement and tenement applications in the Northern Territory. The Group’s policy is to operate in a mode that takes into account the interests of all stakeholders including traditional owners requirements and environmental requirements. At the present date no claims for native title have seriously affected exploration by the Company.
22 Financial instruments
The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that arise from its operations.
The Group’s exposure to currency and liquidity risk is not considered significant. The Group’s cash balances are held in Pounds Sterling and in Australian Dollars, the latter being the currency in which the significant operating expenses are incurred.
To date the Group has relied upon equity funding to finance operations. The Directors are confident that adequate cash resources exist to finance operations to commercial exploitation but controls over expenditure are carefully managed.
The net fair value of financial assets and liabilities approximates the carrying values disclosed in the financial statements. The currency and interest rate profile of the financial assets is as follows:
| Cash and short term deposits Sterling Australian Dollars At 30 June |
June 2008 June 2007 £’000 £’000 747 155 574 1,681 |
|---|---|
| 1,321 1,836 |
The financial assets comprise interest earning bank deposits.
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 equivalent, 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.
47
Thor Mining PLC Notes to the Accounts
22 Financial instruments (continued)
| Financial assets Cash and cash equivalents Trade and other receivables Other Financial liabilities Trade and other payables Lease liability |
Consolidated |
|---|---|
| 2008 2007 Carrying Amount £’000 Fair Value £’000 Carrying Amount £’000 Fair Value £’000 1,321 1,321 1,836 1,836 29 29 96 96 14 14 10 10 117 117 181 181 99 99 71 71 |
Interest rate risk
The following table sets out the carrying amount, by maturity, of the financial instruments exposed to interest rate risk:
| 30 June 2008 CONSOLIDATED |
Maturing | Total | |
|---|---|---|---|
| Effective Interest Rate % |
< 1 year >1 to <2 Years £’000 £’000 |
£’000 | |
| Financial Assets Fixed rate Term Deposit – GBP Term Deposit – AUD Financial Liabilities Fixed Rate Interest bearing liabilities |
5.06 7.10 7.09 |
747 747 574 - 574 |
|
| 1,321 1,321 |
|||
| 20 79 99 |
| 30 June 2007 CONSOLIDATED |
Maturing | Total | |
|---|---|---|---|
| Effective Interest Rate % |
< 1 year >1 to <2 Years £’000 £’000 |
£’000 | |
| Financial Assets Floating Rate Cash Financial Liabilities Fixed Rate Interest bearing liabilities |
6.10 7.09 |
1,836 - 1,836 |
|
| 11 60 71 |
48
Thor Mining PLC Notes to the Accounts
23 Related parties
There is no ultimate controlling party.
Thor has lent funds to its wholly owned subsidiaries, Molyhil Mining Pty Ltd, Hale Energy Ltd and Hatches Creek Pty Ltd to enable it to carry out its operations in Australia. At 30 June 2008 the amount outstanding converted to £4,581,455.
The Group is related to Ronaldson Solicitors a company in which Mr Stephen Ronaldson is a Senior Partner. During the period £19,585 was paid to Ronaldson Solicitors.
There are no other amounts outstanding to/from related parties at the balance sheet date.
49
Thor Mining PLC ASX Additional Information
Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.
Shareholdings (as at 22 August 2008)
Class of shares and voting rights
(a) at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or attorney; and
(b) on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy or attorney has one vote for each ordinary share held.
On-market buy-back
There is no current on-market buy-back.
Distribution of equity securities
| Number of | ||
|---|---|---|
| Number of | Warrant | |
| Category (number of shares/warrants) | Shareholders | holders |
| 1 – 1,000 | 839 | 1,133 |
| 1,001 – 5,000 | 605 | 393 |
| 5,001 – 10,000 | 476 | 230 |
| 10,001 – 100,000 | 1,101 | 390 |
| 100,001 and over | 186 | 105 |
| 3,207 | 2,251 |
The number of shareholders holding less than a marketable parcel is 1,459.
Twenty largest shareholders as at 22 August 2008
| Name WESTERN DESERT RESOURCES LIMITED VIDACOS NOMINEES LIMITED ANZ NOMINEES LIMITED (CASH INCOME A/C) CREDIT SUISSE CLIENT NOMINEES (UK) LIMITED L R NOMINEES LIMITED BARCLAYSHARE NOMINEES DR GJ SPROLES + DR E Y WAH SPROLES PENFOLD LIMITED MR S SHEHADIE SMITH & WILLIAMSON NOMINEES LIMITED TD WATERHOUSE NOMINEES (EUROPE) LIMITED NATIONAL NOMINEES LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED HSBC MARKING NAME NOMINEE (UK) LIMITED MR PC HARDCASTLE PONITE PTY LIMITED JB TORO PTY LTD MR S IRVINE HSBC GLOBAL CUSTODY NOMINEE (UK) LIMITED MR RA BUCHANAN |
Number of shares held Percentage of shares held 24,973,076 16.71% 10,610,032 7.10% 5,403,985 3.62% 4,450,000 2.98% 3,129,437 2.09% 1,612,234 1.08% 1,533,653 1.03% 1,500,000 1.00% 1,462,000 0.98% 1,300,000 0.87% 1,202,057 0.80% 1,185,548 0.79% 1,051,581 0.70% 1,000,000 0.67% 1,000,000 0.67% 1,000,000 0.67% 926,000 0.62% 833,333 0.56% 827,998 0.55% 800,000 0.54% |
|---|---|
| 65,800,934 44.02% |
50
Thor Mining PLC ASX Additional Information
Twenty largest warrant holders as at 22 August 2008
| Name CREDIT SUISSE CLIENT NOMINEES (UK) LIMITED BATAVIA MINING LIMITED VIDACOS NOMINEES LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 3 MR J & MRS E PILAKIS MR RJ CAPEL & MS FM CAMERON MR RJ & MRS EA SIMPSON FORTIS CLEARING NOMINEES P/L MR T ARTHURS NATIONAL NOMINEES LIMITED T. HOARE NOMINEES LIMITED J ARONOV COMPUTER SERVICES PTY LTD MR R B & MRS E WOODLAND PENFOLD LIMITED MR SIMON BURDETT PHILLIPS MR CM HARRIS MR T KROPELIEN PM & JL SMYTH AS TRUSTEES FOR THE SMYTH SUPER FUND MR AL STIVEN HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED |
Number of Warrants held Percentage of warrants held 5,250,000 8.01% 2,615,110 3.99% 2,470,867 3.77% 1,810,813 2.76% 1,580,007 2.41% 1,400,000 2.13% 1,320,000 2.01% 1,290,630 1.97% 1,250,001 1.91% 1,044,560 1.59% 854,445 1.30% 815,878 1.24% 773,187 1.18% 750,000 1.14% 748,054 1.14% 734,465 1.12% 700,000 1.07% 691,666 1.05% 667,900 1.02% 624,999 0.95% |
|---|---|
| 27,392,582 41.77% |
The consolidated entity holds an interest in the following tenements:
| Prospect | Tenements | Equity |
|---|---|---|
| Bundey River | EL25378 | 100% |
| Curtis Pound | EL24823 | 100% |
| Hale River | EL24809 | 100% |
| Harts Range | EL24734, EL24735, EL24736, | 100% |
| EL24765, EL24827, AN A24766 | 100% | |
| Hatches Creek | EL22913, EL22912, EL23463 | 100% |
| Molyhil | EL22349, EL24392, | 100% |
| ML23825,ML24429, ML25721 | 100% | |
| Plenty Highway | EL24810 | 100% |
Stock Exchanges
Thor Mining PLC shares and warrants are dual listed on the AIM market and the Australian Stock Exchange. On the ASX they are traded as CDI’s.
ASX CORPORATE GOVERNANCE DISCLOSURE
The ASX Code on Corporate Governance requires that every public company disclose its compliance with each principle of the Code. During the financial year 2007/08 (“Reporting Period”) the Company has complied with each of the Ten Essential Corporate Governance Principles and Best Practice Recommendations as published by the ASX Corporate Governance Council, other than in relation to the matters specified below.
51
Thor Mining PLC ASX Additional Information
Recommendation 2.1, 2.2
2.1 Majority of the Board should be Independent Directors
The Board considers that Mr G Durack is an independent director in accordance with Recommendation 2.1. Whilst the remainder of the Board are not independent, the Board believes that all the individuals on the Board can make, and do make, quality and independent judgements in the best interests of the Company on all relevant issues. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.
The Board considers that its structure has been, and continues to be, appropriate in the context of the Company's history and the size and scale of operations. The Company considers that each of the non-independent directors possess skills and experience suitable for building the Company. The Board intends to reconsider its composition as the Company's operations evolve, and appoint further independent directors as appropriate.
2.2 The Chairman should be an independent director
Mr Michael Billing is the Chairman and is not considered to be independent in respect of the ASX Corporate governance Council’s definition of independence. The board considers that the expertise and dedication of Mr Michael Billing gives constructiveness and organisation to the board and its functions.
Recommendation 2.4
A separate Nomination Committee has not been formed
The Board considers that the Company is not currently of a size to justify the formation of a nomination committee. The Board as a whole undertakes the process of reviewing the skill base and experience of existing directors to enable identification or attributes required in new directors. Where appropriate, independent contracts are engaged to identify possible new candidates for the Board.
Recommendation 4.3
The role of the Audit Committee is carried out by the full Board and does not comprise only non-executive directors and a majority of independent directors. The Board considers this appropriate given its size and stage of development. As the Company grows, the Board intends to move towards an Audit Committee comprising primarily independent directors.
Recommendation 8.1
Non-disclosure of the process of evaluating the board
The process for evaluation of the Board, individual directors and key executives was not disclosed. However, an evaluation of the Board, directors and key executives does occur on an informal basis at least annually.
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Thor Mining PLC ASX Additional Information
Recommendation 9.2
The full Board carried out the functions of the Remuneration Committee. All matters of remuneration were determined by the Board in accordance with Corporations Act requirements, especially in respect of related party transactions. That is, no directors participated in any deliberation regarding their own remuneration or related issues.
Skills, experience, expertise and term of office of each Director
A profile of each director containing the applicable information is set out on the Company’s website.
Identification of Independent Directors
Mr G Durack is independent in accordance with the criteria set out in Box 2.1 of the ASX Principles and Recommendations.
Statement concerning availability of independent professional advice
Subject to the approval of the chairman, an individual director may engage an outside adviser at the expense of Thor Mining PLC for the purposes of seeking independent advice in appropriate circumstances.
Names of nomination committee members and their attendance at committee meetings
The full Board carries out the functions of the Nomination Committee. The Board did not convene formally as the Nomination Committee during the Reporting Period, but rather, discussed relevant issues on an as-required basis.
Names and qualifications of audit committee members
The full Board performs the functions of the Audit Committee. Mr Michael Billing is financially literate.
Number of audit committee meetings and names of attendees
During the Reporting Period the audit committee met with the external auditors in respect of the half year and full year financial reports.
During the Reporting Period an evaluation of the Board was conducted as an informal review during regular meetings of the Board. The executive directors were reviewed on an individual basis by the Chairman.
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