Thor Mining PLC is an exploration and development company with an advanced tungsten/molybdenum project poised for development and exciting gold and tungsten exploration projects.
Thor’s Directors are experienced in the mining and finance sectors. They are practised in: evaluating mining assets; raising funds on international capital markets; evaluating acquisition and investment prospects and the day to day management of public companies and mining operations.
Thor has a portfolio of properties in Australia in the Northern Territory and in Western Australia. Thor also owns the Pilot Mountain tungsten project in Nevada USA.
An updated feasibility study on Thor’s Molyhil tungsten project was completed in January 2015. Subject to securing the necessary project finance, the Molyhil project is scheduled to commence production during 2017.
The Molyhil deposit occurs in two adjacent skarn bodies that contain outcropping molybdenite and scheelite mineralisation. Since mid 2004 it has been the subject of systematic testwork comprising of geophysical exploration, diamond and RC drilling programmes, surface and underground bulk sampling, metallurgical testwork and a geotechnical study.
Thor completed an updated Feasibility Study in January 2015. The study confirmed that the project is technically and economically viable, has a 6 year life, with strong financial returns and rapid capital payback.
Summary of Molyhil Mineral Resource Estimate - Compliant with JORC 2012 (Announced 30 January 2014)
Mineral Resource reported at 0.1% combined Mo + WO3 Cut-off and above 200mRL only. Note 1: minor rounding errors may occur in compiled totals.
Molyhil Open Cut Ore Reserve Statement – Compliant with JORC 2012 (Announced 29 July 2014)
Thor acquired the Pilot Mountain tungsten project in Nevada USA during 2014.
The project comprises a number of deposits within a radius of 3 kilometres. One of these, Desert Scheelite, has a JORC compliant resource, while others have substantial mineralisation supported by historical drilling.
The Desert Scheelite Indicated + Inferred Resource comprises a 2012 JORC Compliant 6.8 million tonnes @ 0.31% WO3, 0.17% Copper, and 22.8g/t (grams/tonne) Silver, announced on 10 June 2014.
Compliant with JORC 2012(Announced 10 June 2014)
(Announcement 1 December 2014)
* Exploration Targets are conceptual in nature and there has been insufficient exploration to define a Mineral Resource under the 2012 JORC Code and it is uncertain if further exploration will result in the determination of a Mineral Resource.
The Dundas Gold Project area is located in Western Australia within the south-west trending Albany Fraser Orogen.
The project site aligns with the south-eastern extension of the Wiluna-Kalgoorlie-Norseman Greenstone belt where the Albany Fraser Orogen south-westerly trend is displaced south-eastwards by about 50km. The overprint of a south-easterly structure appears to mimic elements of the Tropicana geology creating opportunities for dilation generally favourable for gold mineralisation.The project was acquired in 2010 and exploration work to date has focused on calcrete (surface) sampling followed by shallow bedrock drilling looking for sufficient mineralisation to target deeper reverse circulation drilling.
The Spring Hill Gold Project tenements are located in the prolific gold bearing Pine Creek Orogen of Australia's Northern Territory. The region hosts numerous active and historic gold and base metal mines centred along the Pine Creek shear zone which passes through the tenement. The project site is 150 km south of Darwin, served by all-weather access and in close proximity to the arterial Stuart highway, north–south rail line, gas pipeline, and trunk power lines.
In February 2016, Thor agreed to a staged sale of the Spring Hill project for A$3.5 million plus a royalty on future gold production. The second and final tranche of the sale, in February 2017 resulted in Thor relinquishing its remaining 40% interest for consideration of A$1.5 million. The terms of the royalty agreement provide that for every ounce of gold produced, Thor will receive:. A$15.00/ounce - if the gold price is above A$1,500/ounce
. A$6.00/ounce - if the gold price is below A$1,500/ounce
Michael Robert Billing (Executive Chairman)
Gervaise Robert John Heddle (Non-Executive Director)
Paul Johnson (Non-Executive Director)
David Edward Thomas (Non-Executive Director)
Stephen Ronaldson(United Kingdom)
Ray Ridge (Australia)
55 Gower Street
London WC1E 6HQ
58 Galway Ave
South Australia 5033
Telephone: +61 (0) 8 7324 1935
Fax:+61 (0) 8 8351 5169
Grant Thornton UK LLP
30 Finsbury Square
London EC2P 2YU
Telephone: +44 (0) 20 7383 5100
Fax: +44 (0) 20 7184 4308
Chapman Davis LLP
2 Chapel Court
London SE1 1HH
55 Gower Street
London WC1E 6HQ
Computershare Investor Services Plc
PO Box 82
The Pavilions, Bridgewater Road
Bristol BS99 6ZY
Telephone: +44 (0) 370 703 1343
Fax: +44 (0) 370 703 6114
Computershare Investor Services Pty Ltd
GPO Box D182 Perth
Western Australia 6840
Level 11, 172 St Georges Terrace Perth
Western Australia 6000
Telephone: +61 (0) 8 9323 2000
Fax: +61 (0) 8 9323 2033
Mick Billing has over 40 years of mining and agri-business experience and a background in finance, specialising in recent years in assisting in the establishment and management of junior companies. His career includes experience in company secretarial, senior commercial, and CFO roles including lengthy periods with Bougainville Copper Ltd and WMC Resources Ltd. He has worked extensively with junior resource companies over the past 15 years. He was appointed to the Board in April 2008.
He is also a director of ASX listed company Southern Gold Limited.
David Thomas is a Mining Engineer from Royal School of Mines, London, with experience in all facets of the mining industry.
He has worked for Anglo American in Zambia, Selection Trust in London, BP Minerals, WMC and BHP Billiton in Australia in senior positions in mine and plant operational management, and is experienced in project management and completion of feasibility studies. He has also worked as a consultant in various parts of the world in the field of mine planning, process plant optimisation, business improvement and completion of studies.
His most recent role was as Deputy Project Director for BHP Billiton’s proposed expansion at Olympic Dam, South Australia. David was appointed to the Board 11 April 2012.
Gervaise Heddle is an experienced investor and market commentator, an Executive Director of Greatland Gold PLC and the Founder and Managing Director of Bletchley Economics, through which he provides investment consulting services.
Mr Heddle was a Division Director of Macquarie Bank and a Fund Manager and Director at Merrill Lynch Investment Managers. Gervaise is a CFA charter holder and has extensive financial markets experience.
Paul Johnson was previously the Chief Executive Officer of Metal Tiger Plc, a company quoted on the AIM market of the London Stock Exchange, and is Non-executive Director of Metal NRG Plc, a company quoted on the ISDX Growth Market.
Mr Johnson is a Chartered Accountant, and an Associate of the Chartered Institute of Loss Adjusters and of the Chartered Insurance Institute. He holds a BSc (Hons) in Management Science from UMIST School of Management in Manchester.
Alastair Middleton is a mining industry executive with more than 27 years of international experience, in both underground and open pit operations. He is a qualified geologist and has a Master of Science Degree in Mineral Exploration from the Royal School of Mines, Imperial College.
Mr Middleton worked for four years as a Mining Geologist with Goldfields of South Africa in the early 1990s before joining Datamine International (UK) where he worked for 14 years as a Mining Consultant. In 2008 he joined Standard Bank as a Technical Advisor where he had overall responsibility of technical approvals and “signing off” mining finance deals.
Mr Middleton worked on a number of deal transactions involving debt finance, corporate finance, off-takes, equipment finance, M&A, advisory and business recoveries.
Mr Ridge is a chartered accountant with over 20 years accounting and commercial management experience.
Previous roles include Senior Audit Manager with Arthur Andersen, Financial Controller and then Divisional CFO with Elders Ltd, and more recently, General Manager Commercial & Operations at engineering and construction company Parsons Brinckerhoff.
Mr Stephen F Ronaldson is the joint company secretary as well as a partner of the Company's UK legal advisers, Ronaldsons.
Mr Ronaldson has an MA from Oriel College, Oxford and qualified as a solicitor in 1981. During his career Mr Ronaldson has concentrated on company and commercial fields of practice undertaking all issues relevant to those types of businesses including capital raisings, Financial Services and Markets Act work and placings and admissions to AIM and Ofex.
Mr Ronaldson is currently company secretary for a number of companies including eight AIM-listed PLCs
Richard Bradey holds a Bachelor of Science in Applied Geology and a Masters Degree in Natural Resource Management. His recent career includes exploration, resource development, and mine geology, with Hillgrove Resources Limited, Xstrata Zinc, and Aditya Birla Minerals Limited, at senior levels.
Please click on the links below to view our latest Corporate Governance documentation.
This Corporate Governance Statement has been approved by the Board of Directors, and the effective date is 26 September 2016. The Board is committed to maintaining high standards of corporate governance. The Board has given consideration to the code provisions set out in the UK Corporate Governance Code (the "UK Code") issued by the Financial Conduct Authority (“FCA”) and in accordance with the AIM Rules and ASX Listing Rules. Whilst the Company is not required to comply with the UK Code, the Company’s corporate governance procedures take due regard of the principles of Good Governance set out in the UK Code in relation to the size and the stage of development of the Company. The Board has also given consideration to the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd Edition). As required by ASX listing rule 4.10.3, the Corporate Governance Statement details the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. A separate disclosure is made where the Company has not followed a specific recommendation, together with the reasons and any alternative governance practice, as applicable.
With effect from 3 July 2016 the UK's civil market abuse regime was replaced by a new EU-wide regime through the new Market Abuse Regulation ("MAR”). The key regulatory implications from the introduction of MAR is that companies admitted to trading on the AIM Market of the London Stock Exchange (“AIM”) are now subject to new rules and FCA’s oversight in relation to inter alia the:
The Board implemented the necessary procedures to ensure compliance with the new MAR regulatory requirements, prior to the effective date of 3 July 2016. These procedures have been integrated into the Board’s standard meeting agenda to ensure ongoing compliance.
Board of Directors & Shareholders
The Board of Directors currently comprises of one Executive Chairman, and three Non-Executive Directors. The Directors are of the opinion that the Board comprises a suitable balance and that the recommendations of the UK 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, larger Shareholders and other market participants to ensure that it develops an understanding of the views of major shareholders. Shareholder queries are able to be lodged through the Company’s website and all queries are actively encouraged at the Company’s General Meetings. When appropriate, the Chairman of the Board presents a Company update at the General Meetings, encouraging questions during the presentation.
Background checks are undertaken for any individual that is proposed for an appointment to the position of Director or Company Secretary, for the first time. These background checks are also a requirement to ensure that the board remains appropriate for that of an AIM quoted company. Any relevant information relating to candidates standing for election or re-election is provided to shareholders, including relevant skills and qualifications, details of other material directorships held, whether the candidate is expected to be independent, whether the candidates nomination is supported by the Board, and in the case of candidates standing for election for the first time, any adverse material from the background checks and any potential conflicts of interest, and in the case of candidates standing for re-election, their term of office currently served.
The Company has a written agreement with each director and senior executive setting out the terms of their appointment.
Upon the appointment of a new Director, the Board agrees an induction process with the new Director that is tailored to their individual needs.
Annual Review of Board Performance
The Board undertakes an annual review of its own performance and that of individual Directors. This includes an assessment of the relevance of the mix of skills of the Board against the current and future activities of the Company. Any identified gaps in the skills or knowledge of the Board, or individual Directors, form the basis for training and development provided to the Directors. A review of Board performance was last undertaken on 30 July 2015. Since that date, a significant refresh of the Board’s composition has been undertaken, with three Directors resigning and two new Directors appointed during July and September 2016.
Whilst the Company does not have a formal nomination committee, it does formally consider board succession issues and whether the board has the appropriate balance of skills, knowledge, experience, independence and diversity. This evaluation is undertaken collectively by the Board, as part of the annual review of its own performance.
Directors’ Independence and the Chair
The Board considers that 50% of the Board are Independent Directors within the meaning of ASX Corporate Governance Recommendation 2.3. Directors are classified as Independent where they are not involved in the day to day management and decision making of the Company, and not associated with a substantial shareholder. Directors are often engaged to provide specific services relevant to their skills and knowledge. Where these additional services do not involve day to day management and decision making, there is no impact to their classification as ‘Independent’. At present, the Board considers Messrs Heddle and Thomas to be Independent Directors.
Whilst the remaining directors, Mr M R Billing (Chairman) and Mr P Johnson are not independent, the Board believes that all the individuals on the Board make quality and independent judgements in the best interests of the Company on all issues. Any director having a conflict of interest in relation to a particular item of business must absent himself from the Board meeting before commencement of discussion on the topic.
ASX Corporate Governance Council recommendation 2.4, suggests that a majority of the Board should be independent Directors. The Company does not comply with recommendation 2.4. Since the resignation of an independent Director on 4 March 2016, the Board has comprised a reduced number of Directors. The Board consider four Directors to be appropriate to the existing governance needs of the business while minimising overhead costs. While the Company continues to operate with this reduced number Directors, the Board believe an appropriate balance of Independence is achieved with 50% of Directors being independent, rather than a majority.
The Company does not comply with ASX Corporate Governance Council recommendation 2.5, which suggests that the Chairman of the Board should be an Independent Director and should not also occupy the role of CEO. Mr M R Billing, as Chairman, has also fulfilled the role of Chief Executive Officer of the Company following the departure of the former Chief Executive in June 2009. This has assisted the Company to manage overhead costs, and it is planned that Mr Billing continues in this role until progress with Company projects requires the appointment of a separate full time CEO. The Board otherwise protects its culture of openness and constructive challenge through maintaining a minimum of 50% Independent Directors.
Given the Company’s dual listing on the ASX and AIM, it has joint company secretaries, one based in Australia and one based in the UK. The Company Secretarial role is important in supporting the effectiveness of the Board. As such, both Company Secretaries are accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the board. Each Director is able to communicate directly with either Company Secretary.
Directors’ Skills Matrix
Thor is a mineral exploration and development company, with a focus on Tungsten and precious metals. The Company has an advanced tungsten/molybdenum project in the Northern Territory poised for development, a tungsten project in the US State of Nevada with potential exploration upside, and a gold exploration project. The Board seeks to increase shareholder value through systematically exploring and developing its resource portfolio. The Company’s Directors are experienced in the mineral and finance sectors. Of the four Directors in office as at the date of this Corporate Governance Statement, the following table indicates the number of Directors having executive or senior management experience in each of the skills of most relevance to the Company’s operations.
Executive leadership (4)
Mining exploration & evaluation (2)
Mining operations (2)
Delivery of capital projects (2)
Acquisition & divestments (4)
Governance within a listed entity environment (3)
Strategy/Risk management (4)
Financial acumen (4)
Health, safety and environment in the mining industry (1)
Refer to the most recent Annual Report available at the Company’s website for an overview of the relevant skills and experience of each Director and their length of service as a Director.
The matters that the Board has specifically reserved for its decision are:
The Board meets regularly throughout the year. A minimum of nine meetings are held per annum.
Both Company Secretaries are accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.
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 the advice of the Company’s solicitors, and when required, to independent professional advice, at the Company's expense.
Whilst a separate Audit Committee has not been formed, the Company undertakes alternative procedures to verify and safeguard the integrity of the Company’s corporate reporting, that are appropriate in the context of the current size and nature of the Company’s operations:
Whilst a separate Remuneration Committee has not been formed, the Company undertakes alternative procedures to ensure a transparent process for setting remuneration for Directors and Senior staff, that is appropriate in the context of the current size and nature of the Company’s operations. The full Board fulfils the functions of a Remuneration Committee, and considers and agrees remuneration and conditions for:
From the 3 July 2016 the Company is now subject to parallel obligations under the AIM Rules and MAR, in addition to the ASX Listing Rules, in relation to the disclosure and control of price sensitive information. The Company has implemented the necessary procedures to ensure compliance with the new MAR requirements, together with ongoing compliance with AIM Rules and ASX Listing Rules. The Company is committed to maintaining the highest standards of disclosure ensuring that all investors and potential investors have the same access to high-quality, relevant information in an accessible and timely manner to assist them in making informed decisions. The Board of Directors manage the Company’s compliance with market disclosure obligations and review any proposed release of information.
Copies of announcements, investor briefings, half-yearly financial statements, the Annual Report and other relevant information can be found on our website at www.thormining.com/investors .
The performance of senior employees is reviewed on an annual basis, including engagement and interaction at Board level. The annual performance review process that is employed considers how effective the employees have been in undertaking their role; and what they have achieved against their specified key performance indicators. This review process was undertaken for all senior employees during the year ended 30 June 2016.
The Company does not have a formal code of conduct as suggested by Recommendation 3.1. At the current size and nature of the Company’s operations, the Board are ‘hands on’ with most areas of the Company’s business and, together with the annual performance reviews of employees, are able to provide direct leadership to its small number of employees.
The Board acknowledges the desirability of achieving gender diversity across the Company, including within its permanent employees and also those individuals contracted to the Company on long term, part time basis.
The Board’s policy is to provide women equal opportunity whenever a position is created.
The Board monitors the Company’s gender diversity on an annual basis, or where there is a significant change in the Company’s nature or scale of operations. As at the date of the Corporate Governance Statement, the following table discloses the proportion of women employees and contractors employed by the Company:
In view of the limited size of the company’s workforce, the company has not, at this time, developed a more formal policy on diversity, nor set measurable objectives for achieving gender diversity.
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.
Given the Company’s current size and nature of operations, it is not cost effective to maintain an Internal Audit function.
Whilst a separate Risk Management Committee has not been formed, the Company undertakes alternative procedures to assess and manage risk. The Board considers risk assessment to be important in achieving its strategic objectives. Management of key risks are considered within the regular Board meetings. Risks are specifically considered by the Board within the context of setting forecasts and targets, and in monitoring performance against those forecasts and targets.
A more formal review of key risks and management actions is conducted by the Board at least once a year, or at any point of significant change in the nature or size of the Company’s operations. A review was performed during the most recent financial year. A summary of the key risks are provided on the following pages.
The principal risks facing the Company are set out below. Risk assessment and evaluation is an essential part of the Group’s planning processes and an important aspect of the Group’s internal control system.
Exploration and development risks
During mine financing and development, the ability of the Group (and the companies it invests in) to secure sufficient and profitable sales contracts to support its operations is a key business risk.
The Group maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company. The group insures other assets held having given regard to risks and events that may occur.
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.
The Board has adopted a Share Dealing Code that applies to Directors, 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. The Board has reviewed the Share Dealing Code prior to the implementation of MAR on 3 July 2016. The Board considers that the Share Dealing Code is in compliance with the MAR, AIM and ASX requirements, and continues to meet the requirements of the Board, without further amendment being necessary at this time.