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Results for the year ended 30 June 2025

In brief · summary, not quotable

Thor completed acquisition of natural hydrogen and helium project in South Australia and divested non-core assets.

  • Cash and cash equivalents at 30 June 2025 A$1,459,000 (£686,000)
  • Capital raise completed GBP£1,000,000
  • Prospective Resources (P50/2U) - Hydrogen 842 Bcf
  • Prospective Resources (P50/2U) - Helium 90 Bcf
  • Proceeds from Molyhil sale to Thor A$6,562,500
  • Proceeds from US uranium sale to Thor £100,000 cash and £1,000,000 stock
Full announcement

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The directors of Thor Energy Plc (AIM/ASX: THR) are pleased to provide the Company's audited annual financial results for the year ended 30 June 2025.

The annual report will be posted to shareholders shortly.

The Board of Thor Energy Plc has approved this announcement and authorised its release.

For further information on the Company, please visit the website or please contact the following:

Thor Energy PLC

Andrew Hume, Managing Director

Alastair Clayton, Non-Executive Chairman

Rowan Harland, Company Secretary

Zeus Capital Limited (Nominated Adviser and Joint Broker)

Antonio Bossi / Darshan Patel / Gabriella Zwarts

SI Capital Limited (Joint Broker)

Nick Emerson

Yellow Jersey (Financial PR)

Dom Barretto / Shivantha Thambirajah / Bessie Elliot

2025 ANNUAL REPORT

Chairman's Message

Dear Shareholders,

On behalf of the Board of Thor Energy Plc, I am pleased to report on the activities of the Company for the year ended 30 June 2025, a truly transformative year marking the successful execution of our strategy to simplify and maximise our portfolio and focus predominantly on the 'clean energy' economy, specifically, our strategic focus is now firmly centered on natural hydrogen and helium exploration in South Australia.

The defining milestone of the reporting year was completion of the acquisition of an 80.2% majority

stake in Go Exploration Pty Ltd in February 2025. This acquisition gave Thor control of the HY-Range Project (RSEL 802), positioning us at the forefront of the natural hydrogen and helium exploration sector in Australia. We swiftly followed this up with the crucial conversion of the initial exploration licence (PEL 120) to a Regulated Substance Exploration Licence (RSEL 802) in March 2025, curing limitations associated with the previous petroleum licence regarding hydrogen exploration rights.

Following this transition, we commissioned RISC Advisory; leading independent consultants, to undertake a Prospective Resource Assessment. The outstanding results announced 30 March 2025, demonstrated significant potential for undiscovered accumulations which immediately accelerated our exploration schedule.

To fund this new focus and streamline our business, we successfully undertook a capital raise of approximately GBP£1,000,000 via a two-tranche placement, supported strongly by both new and existing investors. Furthermore, our commitment to rationalising the portfolio has continued post-period. This strategy was exemplified by the successful execution of two significant asset sales via Term Sheets for the sale of a 75% interest in our non-core US uranium claims to Metals One PLC and the sale of our 75% interest in the Molyhil Tungsten Project (FRAM JV) to Tivan Limited, collectively delivering almost A$9million of value to Thor over time. Additionally, we entered into a key commercial arrangement with DISA Technologies, Inc. (September 2025) to evaluate and process historically abandoned uranium mine waste dumps at the Colorado Projects, providing a path to a potential fully carried Gross Revenue Share position (2.5% to 4.0% gross revenue), as neither capital nor operating expenditure is required by Thor or its subsidiary. The monetisation of these non-core assets provides a significant, non-dilutionary boost to Thor's cash position, enabling the Company to dedicate more resources to advancing the HY-Range Project to a drill decision.

Operationally, the Board continues to seek to minimise costs to ensure that the maximum amount of money is spent directly on our exploration programmes. In December 2024, Mr. Lincoln Moore was appointed as a Non-Executive Director and Mr. Rowan Harland was appointed as Company Secretary, aligning with our efforts to streamline operational costs. In February 2025, we welcomed Andrew Hume as Managing Director, bringing substantial global energy-sector expertise directly applicable to natural hydrogen exploration. Post-period (July 2025), Mr. Hume was appointed CEO/MD, aligning with our strategic plan for focused executive leadership, while I resumed the role of Non-Executive Chairman.

We ended the financial year on 30 June 2025 with cash and cash equivalents of A$1,459,000 (£686,000) a figure that will improve significantly as the US uranium and Molyhil divestments are taken into account.

The Board believes that this strategic transition and subsequent asset restructuring positions Thor Energy strongly to create significant value for shareholders as an early mover in the highly thematic natural hydrogen and helium sector, while maintaining exposure to critical energy metals through retained interests and equity holdings

Yours faithfully

Alastair Clayton

Chairman

REVIEW OF OPERATIONS AND STRATEGIC REPORT

OPERATIONS REVIEW

The financial year 2024-2025 was dominated by the strategic pivot towards natural hydrogen and helium, significantly reshaping the Group's portfolio and exploration focus.

Exploration and operational highlights 2024-2025:

  • Successful completion of the strategic acquisition of an 80.2% majority stake in Go Exploration Pty Ltd in February 2025, positioning Thor at the forefront of the natural hydrogen and helium exploration sector in Australia.
  • Conversion of the initial petroleum licence (PEL 120) to a Regulated Substance Exploration Licence (RSEL 802) in March 2025, conferring full hydrogen and helium exploration rights across the licence.
  • Independent Prospective Resource Assessment by RISC Advisory (announced 30 March 2025) identified significant potential on RSEL 802, defining Thor's net unrisked recoverable Prospective Resources (P50/2U) at 842 Bcf of Hydrogen and 90 Bcf of Helium.
  • Successful completion of an upsised geochemical survey (103 sample sites) at RSEL 802 in May 2025, demonstrating prolific natural hydrogen and helium systems with concentrations locally exceeding 1,000ppm hydrogen and a high reading of 3,000ppm, and helium detected up to 27ppm.
  • Thor's subsidiary accepted three new Gas Storage Exploration Licences (GSELs 804, 805, 806) in June 2025, augmenting the South Australian portfolio and offering potential commerciality synergies to advantage our natural hydrogen and helium business.
  • Drilling completed at the Groundhog Mine Prospect (USA) successfully extended the known mineralised footprint by 100m to the north and 300m to the east, with intersections indicated in gamma logging up to 0.16% eU3O8 (1,574ppm) over 0.5m.
  • Post-period, significant asset rationalisation was executed via Term Sheets for the sale of 75% interest in US uranium claims to Metals One PLC (for £100,000 cash and £1,000,000 stock), and the sale of Thor's 75% interest in the Molyhil Tungsten Project (FRAM JV) to Tivan Limited (for A$6,562,500 net to Thor).
  • Post-period, a Gross Revenue Sharing Term Sheet was signed with DISA Technologies, Inc. (September 2025) to process abandoned uranium mine waste dumps, providing Thor a potential fully carried direct revenue share position (ranging from 2.5% to 4.0% gross revenue), requiring no capital or operating expenditure by Thor.

NATURAL HYDROGEN AND HELIUM (HY-RANGE PROJECT - SOUTH AUSTRALIA)

The HY-Range Project (RSEL 802) became the Company's flagship asset following the acquisition of an 80.2% interest in Go Exploration Pty Ltd in February 2025. This granted licence is located near the Gold Hydrogen Limited Ramsay-1 and Ramsay-2 discoveries. The licence conversion from PEL 120 to RSEL 802 in March 2025 conferred full rights to explore for hydrogen and helium.

Figure 1 GSEL 804, 805, 806 Location map

The subsequent Independent Prospective Resource Assessment by RISC Advisory[1] (announced 30 March 2025) calculated Thor's net unrisked recoverable Prospective Resources (P50/2U) at 842 Bcf of Hydrogen and 90 Bcf of Helium. A comprehensive geochemical survey (103 sample sites) was completed in May 2025, confirming high prospectivity with natural hydrogen readings up to 3,000ppm and helium readings up to 27ppm, identifying four high-grade focus areas which we term: Mallala, Lochiel, Crystal, and Mt Lock. Thor's subsidiary accepted three new Gas Storage Exploration Licences (GSELs 804, 805, 806) in June 2025 which are ideally positioned for synergies with either short-term hydrogen of Thor and/or third-party hydrogen or natural gas, or for the sequestration of greenhouse gas storage from the urban centre of Adelaide and nearby industries.

Figure 2: Results of RISC assessment or Prospective Hydrogen and Helium Resources on RSEL 802 (Previously PEL120).

The estimated quantities of hydrogen and helium that may potentially be recovered by the application of a future development project(s) relate to undiscovered accumulations. These estimates have both a risk of discovery and a risk of development. Further exploration appraisal and evaluation is required to determine the existence of a significant quantity of potentially recoverable hydrogen and helium.

Subsequently, the key focus of our exploration efforts at the HY Range natural hydrogen and helium project was the successful completion of a full-licence geochemical sampling programme, designed to provide a further suite of data to prove working natural hydrogen and helium systems, and initiate high grading of our acreage to increase focus on drill targeting and as an aid to final drill design. As previously announced[2], the planned programme was upsized to include several new step-out locations, resulting in a total of 103 sample locations. Thor deployed field-based gas chromatography equipment, which we understand to be the first deployment of its kind for natural hydrogen and helium exploration in Australia, see Figure 3.

Figure 3: Field operations in the southern flinders area, collecting soil air geochemical analysis at Project HY-Range, May 2025.

The excellent results of the geochemical sampling programme were announced post period[3]. Analysis of the data yielded very positive results, with a high percentage of elevated hydrogen values in numerous areas of the licence, locally exceeding 1,000ppm in several locations, and up to 3,000ppm at one sample point (compared to typical background atmospheric values of 0.5ppm). Locally elevated helium readings were also recorded up to 27ppm (compared to typical background atmospheric values of 5ppm). Whilst soil gas sampling can be inherently prone to anthropogenic hydrogen contamination and sample bias, the distribution of the values strongly correlates with mapped geological features and supports the natural origin of these highly elevated readings, as shown in Figure 2a and 2b. The detection of elevated helium is unambiguous and demonstrates a working helium system.

Figure 2a illustrates the location of RSEL 802 (HY-Range) in the context of nearby Petroleum Exploration Licences (PELs) and licence applications (PELA's), as well as nearby down-hole hydrogen/helium occurrences.

URANIUM AND VANADIUM PROJECTS (USA)

Drilling at the Groundhog Mine Prospect (Q4, 2024) successfully extended the known mineralised footprint by 100m to the north and 300m to the east, indicating grades up to 0.16% eU3O8 over 0.5m[4]. Post-period, a Term Sheet was signed to sell 75% of the US uranium and vanadium projects (held by Standard Minerals Inc. and Cisco Minerals Inc.) to Metals One PLC (MET1) for £100,000 cash and £1,000,000 in Met1 stock[5]. Thor retains a fully carried 25% interest and has granted Met1 a 12-month option to acquire this remaining percentage. Additionally, the Gross Revenue Sharing Term Sheet signed with DISA Technologies, Inc. established a pathway for generating revenue from abandoned uranium mine waste dumps, with Thor entitled to a Gross Revenue Share (2.5% to 4.0%) with no capital or operating expenditure required, on a project which could simultaneously realise significant environmental improvements[6].

TUNGSTEN PROJECT (NT)

Molyhil Tungsten - Molybdenum-Copper Project - NT (75% Thor)

The Molyhil tungsten-molybdenum-copper deposit is 75% owned by Thor and is located 220km north-east of Alice Springs (320km by road) within the prospective polymetallic province of the Proterozoic Eastern Arunta Block in the Northern Territory.

The deposit consists of two adjacent outcropping iron-rich skarn bodies, the northern 'Yacht Club' lode and the 'Southern' lode. Thor executed an A$8m (Approx. £4m) Farm-in and Funding Agreement through a Heads of Agreement (HoA) with Investigator Resources Limited operating as Fram Ltd (Fram) (ASX: IVR) to accelerate exploration at the Molyhil Project on 24 November 2022. On 22 April 2024, Fram advised Thor in writing that it had met the Stage 1 expenditure requirement. The parties subsequently executed a Joint Venture ("JV") Agreement on 13 August 2024, and Thor transferred to Fram a 25% interest in the Molyhil Tenements.

As part of the JV structuring, the original Molyhil exploration licence EL22349 was subdivided, creating new licence EL34050 and EL22349. EL34050 was subsequently sold to Sandover SPV1 Pty Ltd, a subsidiary of Tivan Ltd, with Molyhil/Fram and Tivan entering into a Mineral Sharing Agreement that ensures cross-tenement mineral rights are maintained where mineralisation extends across licence boundaries.

Post-period (September 2025), a Term Sheet was signed with Tivan Limited to sell the FRAM Joint Venture (Molyhil) for a total consideration of A$8,750,000 (Approximately £4,375,000), with Thor's 75% share totalling A$6,562,500 (Approximately £3,281,250)[7].

A full background on the project is available on the Thor website.

JORC (2012) COMPLIANT MINERAL RESOURCES AND RESERVES

Table A: Alford East Mineral Resource Estimate (Reported 22 January 2021)

DomainTonnes (Mt)Cu %Au g/tContained Cu (t)Contained Au (oz)
AE_124.60.120.02130,00016,000
AE_26.80.130.0049,0001,000
AE_334.90.090.02233,00025,000
AE_48.00.110.0168,0004,000
AE_511.00.220.03024,00011,000
AE-831.30.190.00861,0008,000
AE-77.70.140.02510,0006,000
AE-61.30.130.0112,000500
Total125.60.140.018177,00071,500

Notes:

  • Thor has an 80% interest in oxide material with Spencer Metals.
  • MRE reported on oxide material only, at a cut-off grade of 0.05% copper which is consistent with the assumed ISR technique.
  • Minor rounding errors may occur in compiled totals.

Table B: Alford West Copper Mineral Resource Estimate (Reported 15 August 2019)

Resource ClassificationCOG (Cu %)DepositVolume (Mm3)Tonnes (Mt)Cu (%)Cu metal (tonnes)Au (g/t)Au (Oz)
Inferred0.05Wombat20.9146.50.1780,000
Bruce5.5111.80.1922,000
Larwood3.487.80.1512,0000.0410,000
Total29.966.10.17114,000

Notes:

  • EnviroCopper is earning a 75% interest in this resource, and Thor holds 24% equity in EnviroCopper.
  • All figures are rounded to reflect the appropriate levels of confidence. Apparent differences may occur due to rounding.
  • Cut-off grade used of 0.05% Cu.

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

ResourceCopper
MineralisationClassificationMTGrade %Contained Cu (t)
Copper OxideInferred30.30.2473,000
Secondary copper sulphideInferred17.10.2746,000
Total47.40.25119,000

Notes:

  • EnviroCopper is earning a 75% interest in this resource, and Thor holds 24% equity in EnviroCopper.
  • All figures are rounded to reflect the appropriate levels of confidence. Apparent differences may occur due to rounding.
  • Cut-off of 0.05% Cu.

Table D: Molyhil Mineral Resource Estimate (Reported May 31, 2024)

Classification'000 TonnesWO 3MoCu
Grade %TonnesGrade %TonnesGrade %Tonnes
Measured1,160,0000.343.9000.131,3000.06700
Indicated1,664,0000.274,6000.091,6000.05800
Inferred1,823,0000.203.6000.121,5000.03550
Total4,647,0000.2612,1000.094,4000.052,050

Notes:

  • All figures are rounded to reflect the appropriate level of confidence. Apparent differences may occur due to rounding.
  • Cut-off of 0.05% WO3.
  • 75% owned by Thor Energy Plc, subject to further farm-in movements with Investigator Resources Limited.
  • Certain tenements were sold during the current year. Refer to note 7 for further information.
  • Subsequent to year end Thor has entered into an agreement to sell the remaining 75% of the interest.
  • To satisfy the criteria of reasonable prospects for eventual economic extraction, the Mineral Resources have been reported down to 150 m RL which defines material that could be potentially extracted using open pit mining methods.

Table E: Natural Hydrogen and Helium Prospective Resource (Reported 31 March 2025)

Unrisked Recoverable Prospective Resources on RSEL 802

Hydrogen (Bcf)Helium (Bcf)
1U2U3U1U2U3U
RSEL 802 (net)2751,0503,51125115427
Thor (net)2218422,8162090343

Notes:

  • The estimated quantities of hydrogen and helium that may potentially be recovered by the application of a future development project(s) relate to undiscovered accumulations. These estimates have both a risk of discovery and a risk of development. Further exploration appraisal and evaluation is required to determine the existence of a significant quantity of potentially recoverable hydrogen and helium.
  • The prospective resources are based on the entrapment model for natural hydrogen and helium in the free gas phase.
  • The assessment was undertaken by RISC Advisory Pty Ltd.

Any information contained in this report that relates to Mineral or Prospective Resources has been extracted from a previously released announcements dated 12/02/2018, 26/11/218, 15/08/2019, 29/01/2020, 22/01/2022, 31/05/2024 and 31/03/2025 ("Announcements"). The Company confirms that it is not aware of any new information or data that materially affects the information included in the Announcements, and that all material assumptions and technical parameters underpinning the estimates in the Announcements continue to apply and have not materially changed.

CORPORATE

During the period, Nicole Galloway-Warland retired as Managing Director with immediate effect, eventually replaced by Mr Andrew Hume, a highly experienced global energy-sector executive based in Perth, Western Australia.

Mr Hume has a 27-year career in the energy sector, holding key roles in multinational companies. He commenced at Thales Group (previously known as Racal Electronics), advancing to Geosciences Manager, USA. At Shell and Murphy Oil Corp, he contributed to geoscience analysis, drilling, asset management, and portfolio growth. At Maersk Oil and Gas, he led regional new ventures before steering strategy and performance across exploration and appraisal. Following the acquisition by TotalEnergies, he led regional strategy, portfolio, planning and performance, before delivering business development, leading joint ventures and managing a multiparty decarbonisation and renewables project. Andrew's career is marked by global experience and leadership across business and technical disciplines, principally in the USA, Australia, Denmark, and the UK.

He holds an Executive MBA with distinction from the University of Cambridge and BSc (Hons) Geology from the University of St. Andrews.

During the period, Mr. Hume assumed the combined role of CEO and Managing Director, allowing Alastair Clayton to transition from Executive Chairman to Non-Executive Chairman.

Additionally, Mr Lincoln Moore was appointed as a director following the resignation of Mark McGeogh. For the past 15 years, Mr. Moore has been actively involved in establishing and raising finance for mining and agriculture projects. Lincoln is the co-founder and corporate advisor of Firering Strategic Minerals plc which is in the process of commissioning the largest quicklime processing operation in Zambia. He also currently serves as an Executive Director of Ivory Coast based AIM-quoted, Dekel AgriVision plc, which produces palm oil and cashews, with primary responsibilities for the corporate finance activities of the organisation. Mr. Moore also previously served as a Director of the London Main market listed company, Dial Square Investments plc (now Energy Pathways plc), which is currently undertaking detailed feasibility to establish a hydrogen storage operation in the UK. Lincoln was a Senior Manager in the restructuring division of Deloitte Australia and London, with significant experience in operational and corporate restructuring. In connection to Lincoln's appointment, Mr Rowan Harland was appointed Company Secretary following Mr Ray Ridges resignation.

Earlier in the year, the Company successfully raised £1,000,000 via a two-tranche placement that closed in December 2024.

During the year, the company completed the acquisition of 80.2% of white hydrogen and helium explorer Go Exploration Pty Ltd. Go Exploration holds one of only 3 granted hydrogen and helium exploration licences in South Australia (PEL 120) and strategic, high potential application areas covered by applications (PELAs 697 and 709). The acquisition was satisfied via the issue of 466,462,584 new ordinary shares in the Company following approval by members at the Company's AGM.

The Company also relocated and closed its Adelaide office, changing its Australian postal address to Western Australia, as part of its operational streamlining.

The shift in strategic focus and subsequent asset rationalisation was intended to strengthen the balance sheet. The net cash outflow from Operating and Investing activities during the quarter ended 30 June 2025 was $548,000. The Company reported cash and cash equivalents of A$1,459,000 at 30 June 2025. Based on forecast net cash outflows, the estimated quarters of funding available at the end of the period was 2.66 quarters. The Board continues to rely on asset monetisation (Molyhil, US Uranium claims) and future equity funding, while maintaining close management of cash, for continued operations. Payments totalling $95,000 were made to Directors in the quarter ending 30 June 2025.

Comprehensive Income

The comprehensive income statement records a comprehensive loss of £8,280,000 (2024: £2,503,000 loss) after taking into account unrealised exchange loss of £839,000(2024: £30,000 loss). The loss for the period ended 30 June 2025 also included a £1,031,000 non-cash write down of the carrying value of the Group's Ragged Range Project (note 7), £4.4m write-down of the Groups Molyhil project (note 7). The loss also includes a loss on disposal of £495,259 for the sub-division and part disposal of EL22349 tenement as well as the amalgamation and sale of MLS77, MLS78, MLS79, MLS80, MLS81, MLS82, MLS83, MLS84, MLS85 and MLS86 as well as £400,000 for its disposal of its 40% interest in the Bonya tenement. The write down reflects the Group's decision to focus its available resources on its Alford East and Hydrogen projects (refer to Note 7 of the financial statements).

Principal risks and uncertainties

Exploration risks

The exploration and mining business is controlled by a number of global factors, principally supply and demand which in turn is a key driver of global mineral prices; these factors are beyond the control of the Group. Exploration is a high-risk business and there can be no guarantee that any mineralisation discovered will result in proven and probable reserves or go on to be an operating mine. At every stage of the exploration process the projects are rigorously reviewed to determine if the results justify the next stage of exploration expenditure ensuring that funds are only applied to high-priority targets.

The principal assets of the Group comprising the mineral exploration licences are subject to certain financial and legal commitments. If these commitments are not fulfilled the licences could be revoked. They are also subject to legislation defined by the Government; if this legislation is changed it could adversely affect the value of the Group's assets.

The Group's Bonya tenement EL32167 is due for renewal on 5 November 2026. As at the date of this report, renewal applications are being prepared for the Bonya tenement. Based on the Group's history of successful tenement renewals, the Directors have a reasonable expectation that these tenements will continue to be maintained as required for ongoing exploration activities.

The Group's natural hydrogen and helium portfolio consists of its 80.2% ownership of Go Exploration (Purchase completed February 17th, 2025) and associated operatorship of all licences and licence applications contained within this portfolio. The portfolio consists of South Australian licences:

  • Regulated Substance Exploration Licence (RSEL) 802 which provides exploration rights to explore for natural hydrogen and helium.

o The licence was awarded on March 26, 2025, derived from and inheriting the associated licence period and timeline of its former/progenitor licence - Petroleum Exploration Licence (PEL) 120. Specifically, RSEL 802 was awarded within the final year of the penultimate 5-year licence period, ending July 1st, 2025.

o All 2nd term 5-year licence period work commitments have been fulfilled, and the licence entered its 3rd and final 5-year licence period in July, 2025

  • Gas Storage Exploration Licences (GSEL) 804, 805, and 805, provide gas storage exploration rights to determine the viability of short-term storage of gases such as hydrogen, helium, or natural gas, and the long-term sequestration of gases such as carbon dioxide. They provide a potential differentiator for natural hydrogen economic viability.

o These licences were awarded on June 23, 2025, derived from and inheriting the associated licence period and timeline of its former/progenitor licence - Petroleum Exploration Licence (PEL) 120. Specifically, the licences were awarded within the final year of the penultimate 5-year licence period, ending July 1st, 2025.

o All 2nd term 5-year licence period work commitments have been fulfilled, and the licences entered their 3rd and final 5-year licence period in July 2025

·

At the date of this report the renewal application has been submitted for RSEL 802 (on 16 June 2025) and GSEL's 804, 805 and 806 (on 27 June 2025) to seek their continuation into the final 5-year licence period; the South Australian Government's, Department of Energy and Mining (DEM) are currently reviewing the application. These licences continue by default and, based on the Group's history of successful licence of renewals and through positive dialogue with DEM, the Directors have a reasonable expectation that these licences will continue into their final 5-year licence period, as required for ongoing exploration activities on the licence.

Dependence on key personnel

The Group and Company is dependent upon its executive management team and various technical consultants. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high-quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions.

Uninsured risk

The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that cannot be insured against or third-party claims that exceed the insurance cover. The Group may also be disrupted by a variety of risks and hazards that are beyond control, including geological, geotechnical and seismic factors, environmental hazards, industrial accidents, occupational and health hazards and weather conditions or other acts of God.

Funding risk

The only sources of funding currently available to the Group are through the issue of additional equity capital in the parent company or through bringing in partners to fund exploration and development costs. The Company's ability to raise further funds will depend on the success of the Group's exploration activities and its investment strategy. The Company may not be successful in procuring funds on terms which are attractive and, if such funding is unavailable, the Group may be required to reduce the scope of its exploration activities or relinquish some of the exploration licences held for which it may incur fines or penalties.

Financial risks

The Group's operations expose it to a variety of financial risks that can include market risk (including foreign currency, price and interest rate risk), credit risk, and liquidity risk. The Group has a risk management programme in place that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of financial commitments. The Group does not use derivative financial instruments to manage interest rate costs and, as such, no hedge accounting is applied.

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Group's employees and other stakeholders, the impact of its activities on the community, the environment and the Group 's reputation for good business conduct, when making decisions and they are addressed in detail below:

StakeholdersImpactStrategy & decision making
EmployeesThor recognises that an organisation in its life cycle relies heavily on a few key employees to determine the success of the Group. As the Group currently only employees Directors it aims to ensure that they are engaged and motivated.It has put in place a remuneration committee that reviews the performance and salary of Directors annually to ensure they are properly remunerated. The Board believes that these processes will keep the current management engaged and attract high end talent to join the Group when/if opportunities arise.
ShareholdersThor is committed to maintaining regular dialogue with shareholders and implementing apparatus that allows two-way communication. Through these communication channels it aims to deliver information on how the Directors are working towards the ultimate goal of delivering value to the shareholdersAcquisition of Go Exploration During the year the Group acquired 80.2% of the share capital of Go Exploration. The Group believed that the potential in white hydrogen production will bring significant value to the Shareholders of the Company. Sale of non-core assets During the year the Group has reviewed its current assets and has begun the process of streamlining its operations to focus on its core assets. During the current year, As part of this the Group has sold part of its Molyhil tenements and entered into a Joint Venture agreement to farm out 25% of the remaining interest as well as disposing of its 40% interest in EL 29701. Subsequent to year end the Group has sold 75% of its interest in its American Uranium and Vanadium projects. On top of this the Company has entered into a term sheet to sell the remainder of its Molyhil assets. The Board believes that this will free up significant capital to allocate to its Hydrogen site.
GovernanceThe Board is committed to maintaining the highest standard of governance within the Group including but not limited to: - Transparent decision-making processes - Strong internal controls to mitigate risk - Regular review of policies/processes to uphold best practicesThe Board has processes in place specifically to oversee Governance being the audit Committee and remuneration committee that meet regularly throughout the year to oversee their designated portfolios.
EnvironmentalThe Board is aware of the changing landscape in which the Group operates and must look to regularly assess and mitigate its environmental impactThe Group's main environmental footprint occurs in Australia where operations occur. Operations are overseen by State Authorities and the Group complies with all necessary operational requirements. As the Group looks to expand it will monitor its environmental impact and take reasonable steps to mitigate any adverse impact where possible

We aim to work responsibly with our stakeholders, including suppliers. The key Board decisions made during the period and post period end are set out in the Chairman's and Chief Executive's Statement.

Other information

Other information that is usually found in the Strategic report has been included in the Directors report.

This report was approved by the Board on 26 September 2025.

Andrew Hume

Managing Director and CEO

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 2025.

Review of Operations

The net result of operations for the year was a loss of £7,441,000 (2024 loss: £2,474,000). Comprehensive review of operations can be found on page 2 of this report.

Directors and Officers

The names and details of the Directors and officers of the company during or since the end of the financial year are:

Alastair Clayton - Non-Executive Chairman

Andrew Hume - Managing Director and CEO (appointed 5 February 2025)

Tim Armstrong - Non-Executive Director

Lincoln Moore - Non-Executive Director (appointed 4 December 2024)

Nicole Galloway Warland - Managing Director (resigned 8 October 2024)

Mark McGeough - Non- Executive Director (resigned 4 December 2024)

Alastair Clayton - Non-Executive Chairman

Mr Clayton is a financier and geologist, has over 25 years' experience in the mining and exploration industry, identifying, financing and developing mineral, energy and materials processing projects in Australia, Europe and Africa. He was previously a Director of ASX100-list Uranium Developer Extract Resources where he represented major shareholder AIM-listed Kalahari Minerals on the Board. He was part of the team responsible for the eventual A$2.2B sale to CGNPC in 2012. He was also Chairman of ASX-listed Uranium Developer Bannerman Resources Limited and was a founding Director of ASX-listed Universal Coal which was sold to Terracom in 2021 for A$175m.

Andrew Hume - Managing Director and CEO (appointed 5 February 2025)

Mr Hume has a 27-year career in the energy sector, holding key roles in multinational companies. He commenced at Thales Group (previously known as Racal Electronics), advancing to Geosciences Manager, USA. At Shell and Murphy Oil Corp, he contributed to geoscience analysis, drilling, asset management, and portfolio growth. At Maersk Oil and Gas, he led regional new ventures before steering strategy and performance across exploration and appraisal. Following the acquisition by Total Energies, he led regional strategy, portfolio, planning and performance, before delivering business development, leading joint ventures and managing a multiparty decarbonisation and renewables project.

Andrew's career is marked by global experience and leadership across business and technical disciplines, principally in the USA, Australia, Denmark, and the UK. He holds an Executive MBA with distinction from the University of Cambridge and BSc (Hons) Geology from the University of St. Andrews.

Tim Armstrong - Non-Executive Director

Mr Armstrong is an Institutional financial advisor at Prenzler Group, a Sydney based boutique advisory firm with an extensive institutional network across the broking and investment banking industries in Australia and abroad. He previously worked in financial PR in Australia and London, which entailed advising numerous listed and private companies on their corporate strategies predominantly in the resources sector. Tim is also a former professional sports person, spending five years as a first-class cricketer representing NSW, WA and Australia. He is currently Non- Executive Director at Cooper Metals Limited (ASX:CPM) and Charger Metals NL (ASX: CHR).

Lincoln Moore - Non-Executive Director (appointed 4 December 2024)

For the past 15 years, Mr. Moore has been actively involved in establishing and raising finance for mining and agriculture projects. Lincoln is the co-founder and corporate advisor of Firering Strategic Minerals plc which is in the process of commissioning the largest quicklime processing operation in Zambia. He also currently serves as an Executive Director of Ivory Coast based AIM-quoted, Dekel AgriVision plc, which produces palm oil and cashews, with primary responsibilities for the corporate finance activities of the organisation. Mr. Moore also previously served as a Director of the London Standard listed company, Dial Square Investments plc (now Energy Pathways plc), which is currently undertaking detailed feasibility to establish a hydrogen storage operation in the UK. Lincoln was a Senior Manager in the restructuring division of Deloitte Australia and London, with significant experience in operational and corporate restructuring.

Non-Executive Director Service contracts

All Non-Executive Directors are appointed under the terms of a letter of appointment. Each appointment provides for annual fees of A$60,000 (Approximately £30,000) for services as a Non-Executive Director, inclusive of the 11.0% statutory superannuation scheme (11.5% from 1 July 2025) applicable to Australian Directors. The agreement allows that any services supplied by the Non- Executive Directors to the Company and any of its subsidiaries in excess of two days in any calendar month, may be invoiced to the Company at market rate, currently at A$1,000(£500) per day.

Principal activities and review of the business

The principal activities of the Group are the exploration for and potential development of gold, copper, uranium, vanadium, tungsten and other mineral deposits, with a focus on Hydrogen and Helium assets that are crucial in the shift to a 'green' energy economy.

The Group's existing exploration project portfolio comprises:

  • During the Company year the Group acquired 80.2% of the share capital of Go Exploration Pty Ltd. The Project holds the PEL 120 exploration licence which will be used to explore for Hydrogen and Helium reserves in South Australia.
  • 100% owned mineral claims in the US states of Colorado and Utah within the Uravan Mineral Belt, with historical high-grade uranium and vanadium production results. Subsequent to year end the Group disposed of 75% of its interest in the projects to Metals One Plc.
  • Thor has an 80% interest in the Alford East Copper-Gold Project in South Australia. The project contains copper-gold oxide mineralisation considered amenable to extraction via In Situ Recovery techniques. Alford East has an Inferred Mineral Resource Estimate of 177,000 tonnes contained copper & 71,500 oz of contained gold.
  • Thor holds a 24% investment in EnviroCopper Limited. ECL holds 1) an agreement to earn, in two stages, up to 75% of the rights over metals which may be recovered via In-Situ Recovery contained in the Kapunda deposit, with in-ground lixiviant trials now underway and copper recoveries to be reported in 2025, and 2) an agreement with Andromeda Metals to acquire the Alford West EL 5984 tenement.
  • The Company has an Agreement with ASX-listed mineral exploration and development company Investigator Resources Limited (ASX: IVR, "IVR"), to fund the accelerated exploration of Thor's 100% owned Molyhil tenements, whereby IVR has the right to earn, via a three-stage process, up to an 80% interest in the Molyhil tenements. During the current year, following the achievement of its stage 1 expenditure commitments, a joint venture agreement was executed and IVR received a 25% interest in the tenements from Thor. At the date of this report, Thor now holds a 75% interest in the remaining Molyhil tenements. Under the terms of the agreement Molyhil and IVR (Via its wholly owned subsidiary Fram Limited) will hold the legal and beneficial title to the JV Tenements and may explore exclusively for all minerals other than fluorite and calcium fluorite (CaF₂). During the year the Company and IVR subdivided tenement EL 22349 which was then sold to Sandover SPV1 Pty Ltd, a wholly owned subsidiary of Tivan Limited along with MLs77,78,79,80,81,82,83,84,85 & 86. Subsequent to year end the Group entered into an agreement to sell its remaining interest in the Molyhil tenements. Refer to note 21 for further information.

Business Review and future developments

A review of the current and future development of the Group's business is provided in the Review of Operations & Strategic Report.

Results and dividends

The Group incurred a loss after taxation of £7,441,000 (2024 loss: £2,474,000). No dividends have been paid or are proposed.

Key Performance Indicators

Given the nature of the business and that the Group is in the exploration and development phase of operations, the Directors are of the opinion that analysis using KPIs is not appropriate for an understanding of the development, performance or position of our businesses at this time.

At this stage, management believe that the carrying value of exploration assets and the management of cash is the main performance indicator which is monitored closely to ensure the group has sufficient funds to advance its exploration assets.

Events occurring after the reporting period

Refer to note 21 for subsequent events.

Substantial Shareholdings

As at 18 September 2025, the Company had last been notified by two shareholders with an interest in 3% or more of the nominal value of the Company's shares:

  • On 21 February 2025, the Company lodged a substantial holder notice received from Ross Warner, Black Lantern Investments Pty Ltd atf Signal Super Fund, noting an interest of 135,496,275 Ordinary Shares (held as CDIs) being 13.50% in the total ordinary shares on issue at that time.
  • On 21 February 2025, the Company lodged a substantial holder notice received from Trent Spry, Brian Vivian SPRY & Trent Benjamin SPRY atf The Spry Superannuation Fund, noting an interest of 135,496,274 Ordinary Shares (held as CDIs) being 13.50% in the total ordinary shares on issue at that time.

Directors & Officers Shareholdings

The Directors and Officers who served during the period and their interests in the share capital of the Company at 30 June 2025 or their date of resignation if prior to 30 June 2025, were follows:

Ordinary Shares/Chess depository interests (CDIs)Options/Performance Shares
30 June 202530 June 202430 June 202530 June 2024
Alastair Clayton18,192,3087,692,30829,464,1545,146,154
Andrew Hume 1--45,000,000-
Tim Armstrong4,500,000-10,500,000-
Lincoln Moore 21,333,333---
Nicole Galloway Warland 31,325,0001,325,0003,700,0003,700,000
Mark McGeough 4255,032255,0321,300,0001,300,000

1- Appointed 4th February 2025

2- Appointed 4th December 2024

3- Resigned 8th October 2024

4- Resigned 4th December 2024

Directors' Remuneration

The remuneration arrangements in place for directors and other key management personnel of Thor Energy Plc, are outlined below.

The Company remunerates the Directors at a level commensurate with the size of the Company and the experience of its Directors. The Board has reviewed the Directors' remuneration and believes it upholds the objectives of the Company with regard to this issue. Details of the Director emoluments and payments made for professional services rendered are set out in Note 4 to the financial statements.

The Australian-based Directors are paid on a nominal fee basis of A$60,000 (Approximately £30,000) per annum, and UK-based Directors are paid the GBP equivalent of A$50,000 at an agreed average foreign exchange rate, with the exception of Ms Nicole Galloway Warland who received a salary in her respective executive role, no further fees were payable to Ms Galloway Warland as Executive Director. For the period of 1 October 2024 to 30 June 2025 Alastair Clayton was paid a salary of A$200,000 (Approximately £100,000) in recognition of his executive role. From 1 July 2025 onwards he has moved to £50,000 per year.

Directors and Officers

Summary of amounts paid to Key Management Personnel

The following table discloses the compensation of the Directors and the key management personnel of the Group during the year. Further information can be found in Notes 4 and 16 of the annual financial statements.

2025Salary and FeesPost Employment SuperTotal Fees for Services rendered
£'000£'000£'000
Directors
Alastair Clayton102-102
Nicole Galloway Warland 164771
Mark McGeough 213-13
Tim Armstrong28-28
Lincoln Moore 318-18
Andrew Hume 454660
Key Personnel
Ray Ridge 522-22
2025 Total30113314

1- Resigned 8th October 2024

2- Resigned 4th December 2024

3- Appointed 4th December 2024

4- Appointed 5th February 2025

5- Resigned 4th December 2024

2024Salary and FeesPost Employment SuperTotal Fees for Services rendered
£'000£'000£'000
Directors
Alastair Clayton30-30
Nicole Galloway Warland11813131
Mark McGeough30333
Tim Armstrong 13-3
Key Personnel
Ray Ridge30-30
2024 Total21116227

1 Appointed 16 May 2024

Directors Meetings

The Directors hold meetings on a regular basis, and special meetings as required, to deal with items of business from time to time. Meetings held and attended by each Director during the year of review were:

2025Meetings held whilst in OfficeMeetings attended
Alastair Clayton33
Nicole Galloway Warland22
Mark McGeough22
Tim Armstrong33
Lincoln Moore11
Andrew Hume11

Corporate Governance

The Board have chosen to apply the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 4th Edition) as the Company's chosen corporate governance code for the purposes of AIM Rule 26. Consistent with ASX listing rule 4.10.3 and AIM rule 26, this document details the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. A separate disclosure is made where the Company has not followed a specific recommendation, together with the reasons and any alternative governance practice, as applicable. This information is reviewed annually.

The Company does not have a formal nomination committee, however it does formally consider board succession issues and whether the board has the appropriate balance of skills, knowledge, experience, and diversity. This evaluation is undertaken collectively by the Board, as part of the annual review of its own performance.

Whilst a separate Remuneration Committee has not been formed, the Company undertakes alternative procedures to ensure a transparent process for setting remuneration for Directors and Senior staff, that is appropriate in the context of the current size and nature of the Company's operations. The full Board fulfils the functions of a Remuneration Committee, and considers and agrees remuneration and conditions as follows:

  • All Director Remuneration is set against the market rate for Independent Directors for ASX- listed companies of a similar size and nature.
  • The financial package for the Managing Director is established by reference to packages prevailing in the employment market for executives of equivalent status both in terms of level of responsibility of the position and their achievement of recognised job qualifications and skills.

The Company does not have a separate Audit Committee or Risk Committee; however, the Company undertakes alternative procedures to verify and safeguard the integrity of the Company's corporate reporting and risk management processes, that are appropriate in the context of the current size and nature of the Company's operations, including:

  • The full Board, in conjunction with the Australian Company Secretary, fulfils the functions of an Audit Committee and is responsible for ensuring that the financial performance of the Group is properly monitored and reported.
  • In this regard, the Board is guided by a formal Audit Committee Charter which is available on the Company's website at https://thorenergyplc.com/about-us/#corporate-governance. The Charter includes consideration of the appointment and removal of external auditors, and partner rotation.

Further information on the Company's corporate governance policies is available on the Company's website www.thorenergyplc.com.

Environmental Responsibility

The Company is aware of the potential impact that its subsidiary companies may have on the environment. The Company ensures that it and its subsidiaries at a minimum comply with the local regulatory requirements with regards to the environment.

Employment Policies

The Group will be committed to promoting policies which ensure that high-calibre employees are attracted, retained and motivated, to ensure the ongoing success of the business. Employees and those who seek to work within the Group are treated equally regardless of gender, age, marital status, creed, colour, race or ethnic origin.

Health and Safety

The Group will aim to achieve and maintain a high standard of workplace safety. To achieve this objective, the Group will provide training and support to employees and set demanding standards for workplace safety.

Payment to Suppliers

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

Political Contributions and Charitable Donations

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

Annual General Meeting ("AGM")

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

Auditors

A resolution to reappoint PKF Littlejohn LLP will be considered at the Company's next Annual General Meeting expected to be held in, or prior to, November 2025.

Statement of disclosure of information to auditors

As at the date of this report, the serving Directors confirm that:

  • So far as each Director is aware, there is no relevant audit information of which the Group and Parent Company's auditors are unaware, and

Going Concern

The Directors note the losses that the Group has made for the Year Ended 30 June 2025. The Directors have prepared cash flow forecasts for the period ending 30 September 2026 which take account of the current cost and operational structure of the Group.

The cost structure of the Group comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, some costs can be reduced to enable the Group to operate with a lower level of available funding. As a junior exploration company, the Directors are aware that the Company must go to the marketplace to raise cash to meet its exploration and development plans, and/or consider liquidation of its investments and/or assets as is deemed appropriate.

The Directors expect that further funds can be raised, and it is appropriate to prepare the financial statements on a going concern basis, however, there can be no certainty that any fundraise will be completed. These conditions indicate existence of a material uncertainty related to events or conditions that may cast significant doubt about the Group's ability to continue as a going concern, and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. These financial statements do not include the adjustments that would be required if the Group could not continue as a going concern.

Statement of Directors' Responsibilities

Company law requires the Directors to prepare group and parent company financial statements for each financial year. Under that law the Directors have prepared the group and parent company financial statements in accordance with and UK-adopted international accounting standards. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group and the parent company for that period. In preparing those financial statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Electronic communication

The maintenance and integrity of the Company's website is the responsibility of the Directors: the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

The Company's website is maintained in accordance with AIM Rule 26.

Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

This report was approved by the Board on 26 September 2025.

Alastair Clayton

Non-Executive Chairman

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THOR ENERGY PLC

Opinion

We have audited the financial statements of Thor Energy Plc (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated and Parent Company Statements of Cashflows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards and as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006

In our opinion:

Basis for opinion

Material uncertainty related to going concern

We draw attention to note 1c in the financial statements, which indicates that the group continues to be reliant on securing further funding to meet its working capital needs as they fall due, and to continue to advance its operations. There is no guarantee that such further funding would be secured within the required timelines. As stated in note 1c, these events or conditions, along with the other matters set forth in that note, indicate that a material uncertainty exists that may cast significant doubt on the group's and parent company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

  • Obtaining and reviewing management-prepared cashflow forecasts for the period to 30 September 2026, including confirmation of mathematical accuracy, and assessing the reasonableness of inputs through comparison to current period actual financial information;
  • Performing appropriate stress testing of the cashflow forecast prepared by management based on reasonably possible scenarios;
  • Confirming post-year end cash position as at 31 August 2025 to bank statements;
  • Reviewing and corroborating post balance sheet events in relation to the group's and parent company's cash position and any impact on the assumptions used in the forecast.

Our application of materiality

We apply the concept of materiality both in planning and throughout the course of our audit, and in evaluating the effect of identified misstatements and forming the opinion on the auditor's report. Materiality is used to determine the financial statements areas that are included within the scope of our audit and the extent of sample sizes during the audit. Misstatements, including omissions, are considered to be material if they, individually or in aggregate, could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

In determining materiality and performance materiality, we considered the following factors:

  • our cumulative knowledge of the group and its environment;
  • the change in the level of judgement required in respect of the key accounting estimates;
  • significant transactions during the period; and
  • the level of misstatements identified in prior periods.

The materiality applied to the group financial statements as a whole was £94,300 (2024: £134,000). This was calculated at 1% of group total assets (2024: 1% of group total assets). In determining materiality, we deemed assets to be the main driver of the business as the group is in the exploration stage with no revenue currently being generated. Performance materiality of £66,000 (2024: £93,800) was set at 70% (2024: 70%) of headline materiality, a level considered appropriate due to current size and level of complexity and our assessment of inherent risk of the group.

Materiality for the parent company financial statements as a whole was set at £75,500 (2024: £105,000). This was calculated based on 1% of total assets, and capped below group materiality at a level deemed appropriate, taking into account risk and asset contribution to the group (2024: 0.8% of the parent company's total assets). Performance materiality was set at £52,800 (2024: £73,500) based on 70% (2024: 70%) of headline materiality. The significant judgements used in determining this threshold were the same as those applied to the group as detailed above.

In addition to the parent company, full scope audits were performed on two additional components, and audit procedures were performed on certain balances or classes of transaction for a further three components. Performance materiality ranged between £52,800-£73,920 for these components, based on an appropriate proportion of group performance materiality taking into account risk and asset contribution to the group.

We agreed to report to those charged with governance any individual audit misstatements exceeding £4,700 (2024: £6,700) for the group and £4,700 (2024: £5,250) for the parent company, in addition to other identified misstatements that warranted reporting on qualitative controls.

Our approach to the audit

Our audit was risk based and was designed to focus our efforts on the areas at greatest risk of material misstatement, as well as aspects subject to significant management judgement or greatest complexity, risk and size.

In designing our audit, we determined materiality and assessed the risk of material misstatement in the financial statements. In particular, we looked at areas involving significant accounting estimates and judgements by the directors, including the carrying value of the exploration intangible assets and the carrying value of investments in subsidiaries and loans to subsidiaries in the parent company, and considered future events that are inherently uncertain.

As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

The group includes the listed parent company and its subsidiaries, which are based in the United Kingdom, Australia and United States of America. Of the group's seven components, we performed a full scope audit on three components, including the parent company, and performed audit procedures on certain balances or classes of transaction on a further three.

The group's and parent company's accounting function is based in the United Kingdom and the audit was performed by us as group auditor.

Key audit matters

Key Audit MatterHow our scope addressed this matter
Valuation of Intangible fixed assets (Group) (Refer Note 7)
The Group holds intangible assets with a significant account balance with a carrying value of £8.48m at the year-end which relate to the following exploration projects: • Molyhil Mine Tenements (Northern Territory, Australia); • Uranium and Vanadium Projects (Colorado and Utah, USA); • Alford East, Alford West and Kapunda Projects (South Australia); and • HY-Range Project (South Australia) The recoverability of these assets depends on the group's ability to develop the projects through to revenue generation and profitability or recover value through sale. Management is required to assess annually whether indicators of impairment are present. The assessment of impairment is inherently judgemental and therefore there is a risk that these assets are overstated. As a result of the level of judgement required in assessing these assets for impairment, we consider this to be a Key audit matter.Our work in this area included: • Obtaining copies of current exploration licences and ensuring that they remain valid, including consideration of compliance with any minimum spend commitments or other requirements; • Obtaining management's assessment of the existence of impairment indicators in accordance with IFRS 6 and, where relevant, their assessment of recoverable amount of assets; • Performing an independent assessment as to whether impairment indicators are deemed to arise in accordance with IFRS 6, including consideration of relevant post-year end events, and critically assessing key assumptions made by management in reaching their conclusions surrounding recoverability of these assets; • Obtaining and reviewing all relevant technical reports prepared internally or by external consultants in relation to material exploration and evaluation projects; • Making enquiries of management over the future plans for each project area and corroborating to cashflow forecasts where appropriate; and • Reviewing disclosures made in the financial statements to ensure compliance with IFRS. Key Observations We draw attention to the disclosures in the Principal Risks and Uncertainties section of the Strategic Report, the Critical Accounting Estimates and Judgements, and Note 7 to the financial statements regarding the Group's exploration tenements. The Group has submitted a renewal application for RSEL 802 relating to its HY-Range Project on 16 June 2025, which is currently under review by the South Australian Department of Energy and Mining. Should the renewal not be forthcoming, this may result in impairment to the related intangible assets. We further draw attention to the matters disclosed in Note 7 in relation to the planned sale of the tenements and associated mining information comprising the existing Molyhil Joint Venture which holds the Molyhil Tungsten/Molybdenum/Copper Project. The carrying value of these assets as at 30 June 2025 has been written down to the present value of the expected consideration. Should this transaction not proceed as planned, this may impact on recoverability of these assets.

Valuation of parent company's Investment in, and loans to subsidiaries Refer (Note 8(a) and (b))

The carrying value of the net investment in, and loans to, subsidiaries are £14.55m and is dependent on the value of the underlying assets. The valuation of the exploration projects and other assets held by the subsidiaries is based on judgments and estimates made by the Directors. The exploration projects are at an early stage of exploration and therefore there are continued risks pertaining to the successful development as well as the assessment of the commercial viability of the exploration assets. There is a risk that the judgments and estimates made by the Directors may not be reliable, which could result in a material misstatement in the carrying value of the investments in subsidiaries and related intercompany receivables. Given the financial significance and the estimation/judgment required by management, we have identified the risk of recoverability of investments in, and loans to, subsidiaries as a key audit matter.Our work in this area included: • Confirming ownership of investments at the year-end; • Reviewing the value of the net investment in subsidiaries against the underlying assets, including exploration assets, and corroborating, and providing challenge to, the judgements and estimates used by management to assess the recoverability of investments and loans to subsidiaries; • Considering recoverability of investments by reference to underlying net asset values; • Considering the appropriateness of management's assessment of expected credit losses in relation to loans to subsidiaries, providing challenge to assumptions made and forming conclusions on compliance with IFRS 9; and • Evaluating whether disclosures made in the financial statements in relation to critical accounting judgements are adequate. Key Observations We draw attention to the disclosures in the Principal Risks and Uncertainties section of the Strategic Report, the Critical Accounting Estimates and Judgements, and Note 7 to the financial statements regarding the Group's exploration tenements. The Group has submitted a renewal application for RSEL 802 relating to its HY-Range Project on 16 June 2025, which is currently under review by the South Australian Department of Energy and Mining. Should the renewal not be forthcoming, this may result in impairment to the related investment in subsidiary and loans to subsidiaries balances.

Other information

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

  • certain disclosures of directors' remuneration specified by law are not made; or
  • we have not received all the information and explanations we require for our audit.

Responsibilities of directors

Auditor's responsibilities for the audit of the financial statements

  • We obtained an understanding of the group and the parent company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and experience of the sector. We also selected a specific audit team with experience of auditing entities facing similar audit and business risks.
  • We determined the principal laws and regulations relevant to the parent company and group in this regard to be those arising from:

o Companies Act 2006;

o AIM, ASX & OTCQB listing rules;

o ASX corporate governance principles; and

o Local laws and regulations in UK, Australia and USA where the group operates

o Making enquiries of management;

o Reviewing Board minutes;

o Reviewing the nature of legal and professional fees;

o Reviewing Regulatory News Service announcements and ASX announcements; and

o Reviewing post balance sheet events.

  • We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that there is a potential for management bias in relation to the going concern assumption and, as detailed above, we addressed this by challenging the assumptions and judgements made by management.
  • Our review of non-compliance with laws and regulations incorporated all group entities.

Use of our report

Imogen Massey (Senior Statutory Auditor) 15 Westferry Circus

For and on behalf of PKF Littlejohn LLP Canary Wharf

Statutory Auditor London E14 4HD

Statements of Comprehensive Income for the year ended 30 June 2025

`Consolidated
Note£'000£'000
20252024
Administrative expenses(131)(99)
Corporate expenses(766)(534)
Share based payments expense16(50)(28)
Realised (loss)/ gain on financial assets(18)2
Exploration expenses(2)-
Write off/Impairment of exploration assets7(5,026)(1,907)
Operating Loss3(5,993)(2,566)
Interest received319
Interest paid(5)(7)
Share of loss of associate, accounted for using the equity method8d(63)(67)
Profit on disposal of associate8d-145
Fair value adjustment on financial assets FVTPL8c(371)-
Loss on sale of investments8c-(7)
Loss on sale of exploration assets7(977)
Loss on sale of assets(39)(2)
Sundry income411
Loss before Taxation(7,441)(2,474)
Taxation5--
Loss for the year attributable to the equity holders(7,441)(2,474)

Other comprehensive income:

Items that may be subsequently reclassified to profit or loss:

`Consolidated
Note£'000£'000
20252024
Exchange differences on translating foreign operations(839)(30)
Other comprehensive income for the period, net of income tax(839)(30)
Total comprehensive income for the year attributable to the owners of the Group(8,280)(2,504)
Basic & diluted loss per share attributable to the equity holders6(0.9)(0.9)p
Total comprehensive income attributable to:
Owners of the parent(8,280)(2,504)
Non-controlling interest--
(8,280)(2,504)

The accompanying notes form an integral part of these financial statements

Statement of Financial Position as at 30 June 2025

Company number 05276414

ConsolidatedCompany
Note£'000£'000£'000£'000
2025202420252024
ASSETS
Non-current assets
Intangible assets - deferred exploration costs78,47811,949--
Investment in subsidiaries8a--3,244-
Loans to subsidiaries8b--11,30613,008
Financial assets at fair value through profit or loss8c131---
Investments accounted for using the equity method8d-599--
Deposits98067--
Right of use asset101035--
Plant and equipment11-7--
Total non-current assets8,69912,65714,55013,008
Current assets
Cash and cash equivalents17686805673317
Trade receivables & other assets125037142
Total current assets736842687319
Total assets9,43513,49915,23713,327
LIABILITIES
Current liabilities
Trade and other payables13(194)(159)(164)(59)
Employee annual leave provision(4)(44)--
Lease Liability14(10)(27)--
Total current liabilities(208)(230)(164)(59)
Non-Current Liabilities
Lease Liability14-(11)--
Total non-current liabilities-(11)--
Total liabilities(208)(241)(164)(59)
Net assets9,22713,25815,07313,268
Equity
Issued share capital154,6153,9894,6153,989
Share premium32,45728,91632,45728,916
Foreign exchange reserve1661,005--
Merger reserve405405405405
Share based payments reserve16715933715933
Retained losses(29,163)(21,990)(23,119)(20,975)
Equity attributable to equity holders of the parent9,19513,25815,07313,268
Non-controlling interest32--
Total equity9,22713,25815,07313,268

The Company has taken advantage of section 408 of the Companies Act 2006 and consequently a profit and loss account has not been presented for the Company. The Company's loss for the financial period was £2,412,000 (2024: £2,503,000).

The accompanying notes form part of these financial statements. These Financial Statements were approved by the Board of Directors on 26 September 2025 and were signed on its behalf by:

Alastair Clayton

Non-Executive Chairman

Statements of Cash Flows for the year ended 30 June 2025ConsolidatedCompany
Note£'000£'000£'000£'000
Cash flows from operating activities2025202420252024
Operating Loss(7,441)(2,566)(2,412)(2,496)
Sundry income-11-
Increase in trade and other receivables(21)(4)(15)(2)
(Decrease)/increase in trade and other payables108115(10)
Depreciation112639-
FVTPL on Financial Asset371---
Impairment subsidiary loans8--1,8311,989
Share of loss in associate863---
Impairment investments in subsidiaries8---71
Exploration expenditure write off75,0261,907--
Loss on disposal of tenements7977---
Loss on disposal of other assets39---
Share based payment expense1650285028
Net cash outflow from operating activities(900)(577)(431)(420)
Cash flows from investing activities
Cash on acquisition of Go Exploration89---
Interest received419--
Interest paid(5)(7)--
R&D and Grants for exploration expenditure710345--
Payments for exploration expenditure7(332)(999)--
Loans to controlled entities8b--(126)(820)
Payments for bonds-37--
Sale of property, plant & equipment11-29--
Proceeds from the sale of tenements134117-117
Net cash outflow from investing activities(87)(759)(126)(703)
Cash flows from financing activities
Finance lease repaid14(20)(25)--
Net issue of ordinary share capital159381,2689381,268
Net cash inflow from financing activities9181,2439381,268
Net (decrease)/increase in cash and cash equivalents(69)(93)356145
Exchange loss on cash and cash equivalents(50)---
Cash and cash equivalents at beginning of period805898317172
Cash and cash equivalents at end of period17686805673317

Major non-cash transactions

The Company has issued the following securities as share-based payments during the year:

  • Issue of £3,032,700 worth ordinary shares in consideration for the acquisition of Go Exploration (note 8);
  • £187,500 of ordinary shares issued for corporate finance fees on the Go Exploration acquisition (note 8).

Statements of changes of equity for the year ended 30 June 2025

ConsolidatedIssued share capitalShare premiumRetained lossesForeign Currency Translation ReserveMerger ReserveShare Based Payment ReserveNon-Controlling interestTotal
£'000£'000£'000£'000£'000£'000£'000£'000
Balance at 1 July 20233,85027,813(19,786)1,035405938-14,255
Loss for the year--(2,474)----(2,474)
Foreign currency translation reserve---(30)---(30)
Total comprehensive (loss) for the year--(2,474)(30)---(2,504)
Transactions with owners in their capacity as owners
Shares issued1391,326-----1,465
Cost of shares issued-(223)-----(223)
Securities exercised/lapsed--270--(270)--
Securities issued-----265-265
Total transactions with owners1391,103270--5-1,517
At 30 June 20243,98928,916(21,990)1,005405933-13,258
Balance at 1 July 20243,98928,916(21,990)1,005405933-13,258
Loss for the year--(7,441)----(7,441)
Foreign currency translation reserve---(839)---(839)
Total comprehensive (loss) for the year--(7,441)(839)---(8,280)
Transactions with owners in their capacity as owners
Shares issued135875-----1,010
Cost of shares issued-(62)-----(62)
Acquisition of subsidiary4912,728----323,251
Securities exercised/lapsed--268--(268)--
Securities issued-----50-50
Total transactions with owners6263,541268--(218)324,249
At 30 June 20254,61532,457(29,163)166405715329,227
Issued share capitalShare premiumRetained lossesForeign Currency Translation ReserveMerger ReserveShare Based Payment ReserveTotal
Company£'000£'000£'000£'000£'000£'000£'000
Balance at 1 July 20233,85027,813(18,742)-40593814,264
Loss for the period--(2,503)---(2,503)
Total comprehensive (loss) for the period--(2,503)---(2,503)
Transactions with owners in their capacity as owners
Shares issued1391,326----1,465
Cost of shares issued-(223)----(223)
Securities exercised/lapsed--270--(270)-
Securities issued-----265265
Total transactions with owners1391,103270--51,507
At 30 June 20243,98928,916(20,975)-40593313,268
Balance at 1 July 20243,98928,916(20,975)-40593313,268
Loss for the period--(2,412)---(2,412)
Total comprehensive (loss) for the period--(2,412)---(2,412)
Transactions with owners in their capacity as owners
Shares issued135875----1,010
Cost of shares issued-(62)----(62)
Acquisition of subsidiary4912,728----3,219
Securities exercised/lapsed--268--(268)-
Securities issued-----5050
Total transactions with owners6263,541268--(218)4,217
At 30 June 20254,61532,457(23,119)-40571515,073

Notes to the Accounts for the year ended 30 June 2025

1 Principal accounting policies

Authorisation of financial statements

The Group financial statements of Thor Energy Plc for the year ended 30 June 2025 were authorised for issue by the Board on 26 September 2025 and the Statements of Financial Position signed on the Board's behalf by Alastair Clayton and Andrew Hume. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange, on the Australian Securities Exchange and on the OTCQB market in the United States.

Statement of compliance with IFRS

The Consolidated Financial Statements of Thor Energy Plc (the "Group") have been prepared in accordance with UK-adopted international accounting standards ("UK-IAS"). These accounting policies comply with each IAS that is mandatory for accounting periods ending on 30 June 2025.

Basis of preparation and Going Concern

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

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

The consolidated entity incurred a net loss before tax of £7,441,000 during the period ended 30 June 2025, and had a net cash outflow of £987,000 from operating and investing activities. The consolidated entity continues to be reliant upon capital raisings for continued operations and the provision of working capital.

The Group's cash flow forecast for the 12 months ending 30 September 2026, highlight the fact that the Company is expected to continue to generate negative cash flow over that period, inclusive of the discretionary exploration spend. The Board of Directors are of the view that the injection of funds into the Group during the next 12 months need to be undertaken, and based on the history of successfully raising funds, the Directors believe that any further necessary funds will be raised in order for the Group to remain cash positive for the whole period. If additional capital is not obtained, the going concern basis may not be appropriate, with the result that the Group may have to realise its assets and extinguish its liabilities, other than in the ordinary course of business and at amounts different from those stated in the financial report.

Basis of consolidation

The consolidated financial statements comprise the financial statements of Thor Energy Plc and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.

The Group applies the acquisition method of accounting to account for business combinations where the acquisition meets the definition of a business combination under IFRS 3. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

All intercompany balances and transactions have been eliminated in full.

Intangible assets - deferred exploration costs

Exploration, evaluation and development expenditure incurred is accumulated in respect of each identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.

Exploration, evaluation and development expenditure are not amortised, as all areas of interest remain in the pre-production phase.

Accumulated costs in relation to an abandoned area are written off in full against the income statement in the year in which the decision to abandon the area is made.

A review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

Restoration, rehabilitation and environmental costs necessitated by exploration and evaluation activities are expensed as incurred and treated as exploration and evaluation expenditure.

Exploration and evaluation assets recorded at fair-value on acquisition

Interest Revenue

Interest revenue is recognised as it accrues using the effective interest rate method.

Deferred taxation

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

The amount of any claim received during the year from the Australian Government for eligible exploration expenditure claimed as a Research & Development Tax Incentive and other grants are treated as an offset or reduction of the deferred exploration costs. The amounts received in the year ended 30 June 2025 was A$207,000 or approximately £103,000 (30 June 2024: A$87,000 or approximately £45,000). Due to the uncertainty around the final quantum of the refund it was recognised when received in the bank rather than accrued.

Financial liabilities

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Trade and other payables

Derecognition

Foreign currencies

The Company's functional currency, and the Group's presentational 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 Energy Plc at the rate of exchange ruling at the balance sheet date and their Income Statements are translated at the average exchange rate for the year. The exchange differences arising on the translation are taken directly to a separate component of equity.

All other differences are taken to the Income Statement with the exception of differences on foreign currency borrowings, which, to the extent that they are used to finance or provide a hedge against foreign equity investments, are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves.

Share based payments

The Company does regularly provide share-based remuneration to Directors, employees, service providers and/or for the acquisition of assets, in the form of share options and performance rights. For further information refer to Note 16.

The cost of equity-settled transactions is measured by reference to the fair value of the services provided. If a reliable estimate cannot be made, the fair value of the Options granted is based on the Black-Scholes model, or where there are market based vesting hurdles the valuation is undertaken the Monte Carlo method.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Thor Energy Plc (market conditions) if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant holders become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the holder, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

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.

Fair value measurement

IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. IFRS 13 mainly impacts the disclosures of the Company. It requires specific disclosures about fair value measurements and disclosures of fair values.

o In the principal market for the asset or liability; or

o In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

  • Financial assets
  • Classification

The Group classifies its financial assets at amortised cost and at fair value through profit or loss. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

Recognition and measurement

Amortised cost

Fair value through profit or loss (FVTPL)

Financial assets that do not meet the criteria for being measured at amortised cost or Fair Value through other comprehensive income (FVTOCI) are measured at FVTPL.

Financial assets at FVTPL, are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. Fair value is determined by using market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the 'fair value hierarchy'):

  • Level 1: Quoted prices in active markets for identical items (unadjusted)
  • Level 2: Observable direct or indirect inputs other than Level 1 inputs
  • Level 3: Unobservable inputs (i.e. not derived from market data).

The Group measures its investments in quoted shares using the quoted market price.

  • Impairment of financial assets
  • Derecognition
  • Investments

Investments in subsidiary undertakings are stated at cost less any provision for impairment in value, prior to their elimination on consolidation.

Investments in associates are initially recognised at cost and subsequently accounted for using the equity method "Equity accounted investments". Any goodwill or fair value adjustment attributable to the Group's share in the associate is not recognised separately and is included in the amount recognised as investment in associate. The carrying amount of the investment in associates is increased or decreased to recognise the Group's share of the profit or loss and other comprehensive income of the associate, adjusted where necessary to ensure consistency with the accounting policies of the Group. Unrealised gains and losses on transactions between the Group and its associates are eliminated to the extent of the Group's interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment.

When the Group loses significant influence over an associate, the investment is reclassified to a financial asset and measured at fair value in accordance with IFRS 9. On the date of reclassification, any difference between the fair value of the retained interest (and any proceeds received) and the carrying amount of the associate is recognised in profit or loss, and any amounts previously recognised in other comprehensive income in relation to that associate are reclassified to profit or loss.

Merger reserve

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

Property, plant and equipment

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

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

Land (including option costs) - Nil

Plant and Equipment - between 5% and 25%

All assets are subject to annual impairment reviews.

Impairment of assets

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

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

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

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

Provisions

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.

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;
  • 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.

Share based payments reserve

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

  • Foreign currency translation reserve
  • Lease accounting

The Company as Lessee

At the inception of a contract, the Group assesses if the contract is a lease or contains a lease. If there is a lease present, a right-of-use asset and a corresponding lease liability are recognised by the Group where the Group is a lessee. However, all contracts that are classified as short-term leases (ie a lease with a term of 12 months or less) and leases of low-value assets are recognised as an operating expense on a straight-line basis over the term of the lease.

Lease payments included in the measurement of the lease liability are as follows:

  • fixed lease payments less any lease incentives;
  • the amount expected to be payable by the lessee under residual value guarantees;

The Company's weighted average incremental borrowing rate applied to the lease liabilities is 4.58%.

The Company as Lessor

As the Group has no contracts as a lessor, the provisions of IFRS 16 relating accounting for lease contracts as a lessor are not applicable.

  • New standards, amendments and interpretations not yet adopted

At the date on which these Financial Statements were authorised, there were no Standards, Interpretations and Amendments which had been issued but were not effective for the year ended 30 June 2025 that are expected to materially impact the Group's Financial Statements.

Critical accounting estimates and judgements

The preparation of the Financial Statements in conformity with UK-IAS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the period. Actual results may vary from the estimates used to produce these Financial Statements.

  • Impairment of intangible assets - exploration and evaluation costs (Note 7)

The Group assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of exploration and evaluation assets. Where an impairment trigger exists, the recoverable amount of the asset is determined.

The Group capitalises expenditure relating to exploration and evaluation where it is considered likely to be recoverable or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. While there are certain areas of interest from which no reserves have been extracted, the Directors are of the continued belief that such expenditure should not be written off since feasibility studies in such areas have not yet concluded.

Share based payment transactions (Note 16)

The Group awarded shares, options (warrants) and performance shares for the acquisition of an asset, to brokers for services rendered during two capital raises and to Directors.

The valuation of these securities involves making a number of critical estimates relating to price volatility, future dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in Note 16.

Accounting treatment of Go Exploration acquisition (Note 8)

During the current year the Company completed an acquisition of Go Exploration Pty Ltd. The acquisition of Go Exploration required that management make an assessment on whether the purchase involved identifiable assets, such as specific equipment, intellectual property rights, or a particular division, without the concurrent acquisition of processes, workforce, or other essential inputs required for a going concern under IFRS 3. Additionally, they must verify that the acquired set of activities does not constitute a business as defined by IFRS 3, which includes inputs, processes applied to those inputs, and outputs, resulting in returns to investors. Management determined that the purchase did not have the required characteristics above and was classified as an asset purchase. Refer to note 8 for further information.

  • Classification and valuation of investment in EnviroCopper (ECL) (Note 8)

During the year, the Company's investment in ECL was reclassified from an investment in associate to a financial asset measured at fair value through profit or loss (FVTPL). This reclassification was necessitated by the loss of significant influence over ECL, following the retirement of a director who previously contributed to the Company's ability to participate in ECL's financial and operating policy decisions. As a result, the investment no longer met the criteria for accounting as an associate under IAS 28 Investments in Associates and Joint Ventures. The fair value of the investment at the date of reclassification was determined based on the current carrying value at that date. At year end the Group reviewed the implied valuation of ECL based on the current net asset position and noted that the carrying value exceeded the fair value and such a fair value movement. was recorded through profit and loss.

Impairment of investments in subsidiaries (Note 8)

Management assesses impairment of each investment with respect to the net asset position of each investment. Any impairment charge recorded does not automatically indicate that the underlying assets of the Group need to be impaired as well.

Estimated credit loss (ECL) on intercompany loans

Management assesses the expected credit loss on intercompany loans with reference to the financial position and funding outlook of each borrower, based on the expected repayments within 12 months of signing. Any provision recognised does not automatically indicate that the Group has ceased to support the subsidiary, but rather reflects the application of forward-looking credit risk assumptions under the accounting standards.

Segmental analysis - Group

The Group's operations are located Australia and the United States of America, with the head office located in the United Kingdom. The main tangible assets of the Group, cash and cash equivalents, are held in the United States of America and Australia. The Board ensures that adequate amounts are transferred internally to allow all companies to carry out their operational on a timely basis.

£'000£'000£'000£'000
Year ended 30 June 2025Head office/ UnallocatedAustraliaUnited StatesConsolidated
Revenue
Sundry Income-4-4
Loss on sale of exploration assets(977)(977)
Loss on sale of assets-(39)-(39)
Interest received-3-3
Interest paid-(5)-(5)
Share of Profit/Loss of associate-(63)-(63)
Fair value adjustment on financial assets FVTPL-(371)-(371)
Impairment of exploration assets-(5,026)-(5,026)
Total Segment Expenditure(593)(380)6(967)
(Loss) from Ordinary Activities before Income Tax(593)(6,854)6(7,441)
Income Tax (Expense)----
Retained (loss)(593)(6,854)6(7,441)
Assets and Liabilities
Segment assets-7,2121,5368,478
Corporate assets687--687
Total Assets6877,2121,5369,435
Segment liabilities-(44)-(44)
Corporate liabilities(164)--(164)
Total Liabilities(164)(44)-(208)
Net Assets5237,1681,5369,277
£'000£'000£'000£'000
Year ended 30 June 2024Head office/ UnallocatedAustraliaUnited StatesConsolidated
Revenue
Sundry Income-11-11
Profit/(loss) on sale of investments(7)--(7)
Impairment of exploration assets-(1,907)-(1,907)
Total Segment Expenditure(294)(276)(1)(571)
(Loss) from Ordinary Activities before Income Tax(301)(2,172)(1)(2,474)
Income Tax (Expense)----
Retained (loss)(301)(2,172)(1)(2,474)
Assets and Liabilities
Segment assets-11,7431,43713,180
Corporate assets319--319
Total Assets31911,7431,43713,499
Segment liabilities-(183)-(183)
Corporate liabilities(58)--(58)
Total Liabilities(58)(183)-(241)
Net Assets26111,5601,43713,258
3. Expenses by nature
20252024
£'000£'000

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

Depreciation2639
Auditors' remuneration - audit services11747
Auditors' remuneration - non audit services-9
Directors' emoluments - fees and salaries337213
Other employee and contractor costs330171
Director and employees costed to exploration150(152)
Listing costs (ASX, AIM, registry, investor relations)90258
Legal costs2538

Directors and executive disclosures - Group

All Directors are appointed under the terms of a Directors letter of appointment. Each appointment, with the exception of Mr Andrew Hume and Mr Alastair Clayton, provides for annual fees of A$60,000 for services as Directors. The agreement allows for services supplied by any Directors, other than Ms Nicole Galloway Warland, to the Company and any of its subsidiaries in excess of two days in any calendar month, can be processed through the Company's payroll at market rate, currently at A$1,000 per day.

From 1 October 2024 to 30 June 2025 Alastair Clayton received an annual salary of A$200,000 (Approximately £100,000) in his role as an executive Chairman.

Per the terms of his appointment Andrew Hume is paid an annual salary of A$260,000 (Approximately £180,000) plus statutory superannuation contributions of 11%.

Ms Galloway Warland received an annual full-time salary of A$220,000 (Approximately £110,000) plus A$24,000 (approximately £12,000) in superannuation benefits in her role as Managing Director. Ms Galloway Warland did not receive additional remuneration as a Director.

The highest paid director, being the Chairman (2024: Managing Director), received fees of £117,000 (2024: £141,000)

  • Details of Key Management Personnel (KMP) during the year ended 30 June 2025
  • Chairman
Alastair ClaytonNon-executive Chairman
(ii) Directors
Andrew HumeManaging Director (appointed 5 th February 2025)
Nicole Galloway WarlandManaging Director (resigned 8 th October 2024)
Mark McGeoughNon-Executive Director (resigned 4 th December 2024)
Lincoln MooreNon-Executive Director (Appointed 4 th December 2024)
Tim ArmstrongNon-Executive Director
(iii) Executives
Ray RidgeCFO/Company Secretary (Australia) (resigned 4 th December 2024)

Compensation of Key Management Personnel

Compensation Policy

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

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

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

2025Salary and FeesShares issuedPost Employment SuperTotal Fees for Services renderedShort-term employee benefitsOptions & Perf SharesTotal Benefit
£'000£'000£'000£'000£'000£'000£'000
Directors
Alastair Clayton102--102-15117
Nicole Galloway Warland 164-771--71
Mark McGeough 213--13--13
Tim Armstrong28--28-1240
Lincoln Moore 318--18--18
Andrew Hume 454-660-1878
Key Personnel
Ray Ridge 522--22--22
2025 Total301-13314-45359

1- Resigned 8th October 2024

2- Resigned 4th December 2024

3- Appointed 4th December 2024

4- Appointed 5th February 2025

5- Resigned 4th December 2024

2024Salary and FeesShares issuedPost Employment SuperTotal Fees for Services renderedShort-term employee benefitsOptionsTotal Benefit
£'000£'000£'000£'000£'000£'000£'000
Directors
Alastair Clayton30--3030333
Nicole Galloway Warland118-1313113110141
Mark McGeough30-33333336
Tim Armstrong 13--33-3
Key Personnel
Ray Ridge30--3030232
2024 Total211-1622722718245
  • Equity and rights over equity instruments granted as remuneration

On 17 May 2022, 2,400,000 unlisted options were granted to Mr Ridge under the Company's Employee Share Option Plan. These options were valued at £0.00630 per option using the Black-Scholes method. 800,000 vested immediately and were expensed. 800,000 vested 12 May 2024 and 800,000 vested 12 May 2025. During the current year the options lapsed without being exercised and were reversed from retained earnings.

3,000,000 Performance shares were issued to Directors on 7 September 2023, following shareholder approval on 23 August 2024. The 2,000,000 performance shares issued to Ms Galloway Warland vest as follows: 400,000 when the ASX traded CDI Price is A$0.25 plus an additional 64,000 for each A$0.01 that the ASX traded CDI Price exceeds A$0.25, to the maximum 2,000,000 Thor shares. For the 500,000 performance shares issued to each of Messrs Clayton and McGeough, 100,000 vest to each of them when the ASX traded CDI Price is A$0.025 plus an additional 16,000 for each A$0.01 that the ASX traded CDI Price exceeds A$0.25, to a maximum total of 500,000 Thor shares each. The relevant CDI Price is the highest closing CDI price for CDIs traded on the ASX in the twelve months prior to the relevant first, second or third anniversary of the issuance of the Performance Shares. These performance shares were valued at £0.01841 per performance share using a Monte Carlo valuation method. These performance shares are being expensed over their three year vesting period. During the current year Ms Galloway Warland and Mr McGeough left the company and the warrants and associated costs recorded were reversed.

50,000,000 performance rights were issued to Directors Alastair Clayton and Tim Armstrong and approved by shareholders at the Annual General Meeting held of 28th November 2024.

Each Performance Share will vest and convert to one fully paid ordinary share in the capital of the Company in the manner, and subject to the satisfaction of the vesting conditions, set out as follows:

The Performance Shares will be tested at six monthly intervals following the issuance of the Performance Shares, over a three-year period, with the Performance Shares to vest and convert into Shares based on the achievement of the following milestones:

  • 40% of the Performance Shares will convert where the Share Price is greater than or equal to $0.05.
  • 30% of the Performance Shares will convert where the Share Price is greater than or equal to $0.05 and the fully diluted market capitalisation of the Company exceeds A$65m.
  • 30% of the Performance Shares will convert when the Company establishes a prospective resource of 300 billion cubic feet of Helium and or 800 billion cubic feet of Hydrogen at any of its' majority owned projects.

Tranches 1 and 2 performance shares were valued at £.00358 and £0.0155 per performance share using a Parisian barrier valuation method. Tranche 3 is valued using management best estimate of the probability of the vesting event and have a value of £.003 These performance shares are being expensed over their three year vesting period.

At his employment start date Andrew Hume was awarded 45,000,000 share options in three tranches.

  • 15,000,000 ordinary shares in the Company at a strike price of 3 cents per share (A$0.03) for a period of 2 years following the date of issue vesting immediately ;
  • Options Series B over 15,000,000 ordinary shares in the Company at a strike price of 5 cents per share (A$0.05) for a period of 3 years following the date of issue vesting 6 months from grant date; and
  • Options Series C over 15,000,000 ordinary shares in the Company at a strike price of 7 cents per share (A$0.07) for a period of 4 years following the date of issue vesting 18 months from grant.

Share options were valued using a Black-Scholes Methodology and are expensed over the vesting period above.

  • Options and Performance Shares holdings of Key Management Personnel

The movement during the reporting period in the number of options and performance shares that are convertible to ordinary shares in Thor Energy Plc held, directly, indirectly or beneficially, by key management personnel, including their personally related entities, is shown below. All amounts have been adjusted for the 10:1 share consolidation effective 31 August 2023.

Key Management PersonnelHeld at 30/6/24 or appointment dateOptions & Performance Shares Granted (Note D)Options & Performance Shares Lapsed (Note D)Held at 30/6/25 or retirement dateVested and exercisable at 30/6/25
Alastair Clayton5,146,15435,000,000-40,164,1545,146,154
Nicole Galloway Warland3,700,000-(2,000,000)1,700,0001,700,000
Mark McGeough1,300,000-(500,000)800,000-
Ray Ridge240,000-(240,000)--
Andrew Hume-45,000,000-45,000,00015,000,000
Lincoln Moore-----
Tim Armstrong-15,000,000-15,000,000-
Key Management PersonnelHeld at 30/6/23 or appointment dateOptions & Performance Shares GrantedOptions & Performance Shares LapsedHeld at 30/6/24 or retirement dateVested and exercisable at 30/6/24
Alastair Clayton800,0004,346,154-5,146,1544,646,154
Nicole Galloway Warland1,600,0002,500,000(400,000)3,700,0001,700,000
Mark McGeough800,000500,000-1,300,000800,000
Ray Ridge490,000-(250,000)240,000240,000
5. Taxation - Group
20252024
£'000£'000
Analysis of charge in year--
Tax on profit on ordinary activities--

Factors affecting tax charge for year

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

20252024
£'000£'000
Loss on ordinary activities before tax(7,441)(2,474)
Effective rate of corporation tax in the UK25.0%25.0%
Loss on ordinary activities multiplied by the standard rate of corporation tax(1,860)(619)
Effects of:
Costs disallowable for tax purposes1,268
Future tax benefit not brought to account592619
Current tax charge for year--

No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered.

Loss per share

20252024
Loss for the year (£ 000's)(7,441)(2,474)
Weighted average number of Ordinary shares in issue823,977,284272,672,646
Loss per share (pence) - basic(0.9)p(0.9)p

The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue. The weighted average number of shares for the both the years ending 30 June 2025 and 30 June 2024 have been adjusted for the 10:1 share capital consolidation that occurred effective 31 August 2023.

Intangible fixed assets - Group

Deferred exploration costs

£'000£'000
20252024
Cost
At 1 July11,94912,681
Exploration expenditure228943
Acquired through acquisitions3,274250
Exchange gain/(loss)(795)(18)
Exploration expenditure write off(5,026)(1,907)
Disposals(1,152)-
At 30 June8,47811,949
  • No further exploration or evaluation is planned or budgeted for;

In the year ended 30 June 2025, this impairment assessment resulted in an impairment expense of £5,026,000 (2024: 1,907,000). In the prior year the Group wrote down the carrying value of the Ragged Range project by £1,907,000 to its assessed recoverable amount of £553,000. During the current year the tenements were surrendered without a suitable buyer and as a result the full amount was written down as at 30 June 2025. Furthermore subsequent to year end the Group entered into a term sheet with Tivan Limited to sell the remaining interest in its Molyhil tenements. The Group has calculated the fair value of the tenements based on the present value of the consideration payments and have recorded an impairment charge of £4,490,000.

During the year the Group also subdivided EL22349 and sold 31% of the area via the new subdivided licence (EL 34050 ). As part of the sale the Group amalgamated MLS 77 , MLS 78, MLS 79 , MLS 80, MLS 81 , MLS 82, MLS 83 , MLS 84 , MLS 85 & MLS 86. These items were then sold with the new EL 34050. In addition the Group disposed of its 40% interest in EL 29701.

The Group recorded a loss on disposal of £977,000 for the transactions above.

During the current year the Group acquired 80.2% of Go Exploration Pty Ltd, an Australian based company with rights over the PEL 120 licence in South Australia. In March 2025 the licence was renamed RSEL 802. At the time of award RSEL 802 was within the final year of the penultimate 5-year licence period, ending July 1st, 2025. As at the date of this report the renewal application has been submitted (16 June 2025) to seek continuation into the final 5-year licence period; the South Australian Government's, Department of Energy and Mining (DEM) are currently reviewing the application. The licence continues by default and, based on the Group's history of successful licence of renewals and through positive dialogue with DEM, the Directors have a reasonable expectation that this licence will continue into the final 5-year licence period, as required for ongoing exploration activities on the licence.

Molyhil Project Earn-in Agreement

The exploration asset at 30 June 2025 of £8,478,000 includes the carrying value of £2,782,000 for the Molyhil Project in the Northern Territory, Australia.

On 24 November 2022, the Company signed a binding Heads of Agreement ("HOA") with ASX-listed mineral exploration and development company Investigator Resources Limited (ASX: IVR, "IVR"), to fund the accelerated exploration of Thor's 100%-owned Molyhil tenements (the "Tenements"), in the Northern Territory. Under the agreement, Fram Resources Pty Ltd ("Fram"), a wholly owned subsidiary of IVR, has the right to earn, via a three-stage process, up to 80% interest in the Tenements as follows:

  • Stage 1. Following exploration expenditure of A$1,000,000 within 18 months of execution of the HOA, Fram will be entitled to a 25% interest in the Tenements and to receive Thor's 40% interest in the nearby Bonya tenement (EL29701). On 22 April 2024, Fram advised Thor in writing that it had met the Stage 1 expenditure requirement. The parties subsequently executed a Joint Venture ("JV") Agreement on 13 August 2024, and Thor transferred to Fram a 25% interest in the Molyhil Tenements and its 40% interest in EL29701. Under the HOA, IVR also issued Thor 5,000,000 IVR shares.
  • Stage 2. If Fram spends an additional A$2,000,000 on exploration on or before the third anniversary of the JV commencement date, Fram will be entitled to earn an additional 26% JV interest (taking Fram's total JV interest to 51%).
  • Stage 3. If Fram spends a further A$5,000,000 on exploration (being in addition to the Stage 1 and Stage 2 expenditure commitments) on or before the sixth anniversary of the JV commencement date, Fram will be entitled to earn a further 29% interest in the Tenements (taking Fram's total JV interest to 80%). On formalisation of Fram's 80% joint venture interest, IVR shall issue Thor A$250,000 of IVR shares at a deemed price equal to the higher of the Volume Weighted Average Price for the 15-day trading period immediately preceding the 80% earn-in date, or A$0.05 per share.

In the current year a loss on disposal was recorded of A$962,000 (Approximately £461,000) for the disposal of EL 29701 that was transferred as consideration for completion of stage 1 of the Earn-in agreement above..

As part of the JV structuring, the original Molyhil exploration licence EL22349 was subdivided, creating new licence EL34050. EL34050 was subsequently sold to Sandover SPV1 Pty Ltd, a subsidiary of Tivan Ltd, with Molyhil/Fram and Tivan entering into a Mineral Sharing Agreement that ensures cross-tenement mineral rights are maintained where mineralisation extends across licence boundaries.

Subsequent to year end Thor entered into a term sheet with ASX-listed Tivan Limited ("Tivan") to sell the tenements and associated mining information comprising the existing Molyhil Joint Venture which holds the Molyhil Tungsten/Molybdenum/Copper Project ("the Project") in the Northern Territory, Australia. Thor holds 75% of the interest via its subsidiary Molyhil Mining Limited ("Molyhil") with ASX-Listed Investigator Resources Limited ("Investigator or IVR") (ASX: IVR) holding the remaining 25%. The payment will be made in the following tranches:

MilestoneEstimated payment dateThor (75%)IVR(25%)
Cash Non-Refundable Exclusivity (60 days)Sep-25$375,000 (£125,000)$125,000 ($62,500)
Cash Completion PaymentDec-25$2,250,000 (£1,125,000)$750,000 (£375,000)
Initial Deferred Completion PaymentSep-26$1,312,500 (£656,250)$437,500 (£218,750)
Second Deferred Completion PaymentSep-27$1,312,500 (£656,250)$437,500 (£218,750)
Final Deferred Completion PaymentSep-28$1,312,500 (£656,250)$437,500 (£218,750)
Total$6,562,500 (£3,281,250)$2,187,200 (£1,093,750)

The future consideration payments have been discounted to their present value using the Group's current borrowing costs. This reflects the true value of the payments after taking into account the cost of capital and the timing of receipts, which extend until September 2028. The resulting Net Present Value (NPV) of the payments was calculated at A$5.74 million (£2.78 million). At year end, the carrying value of the asset exceeded this present value by £4,490,000, and an impairment charge for that amount was recorded in the profit and loss account.

Investments

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

CompanyPrincipal ActivityCountry of registration or incorporationShares held Class%
Molyhil Mining Pty LtdExplorationAustraliaOrdinary100
Go Exploration Pty ltdExplorationAustraliaOrdinary80.2
Hale Energy Pty LtdExplorationAustraliaOrdinary100
Hamersley Metals Pty LtdDormantAustraliaOrdinary100
Pilbara Goldfields Pty LtdExplorationAustraliaOrdinary100
EnviroCopper LimitedExplorationAustraliaOrdinary24
American Vanadium Pty LtdExplorationAustraliaOrdinary100
Standard Minerals IncExplorationUnited StatesOrdinary100
Cisco Minerals IncExplorationUnited StatesOrdinary100

The registered office for Molyhil Mining Pty Ltd is 47-49 King Street , Norwood 5067. The address for Hale Energy, , Hammersley Metals Pty Ltd , Pilbara Goldfields Pty Ltd and American Vanadium Pty ltd is 1/295 Rokeby Rd, Subiaco WA 6008. The registered office for Go Exploration Pty Ltd is 194 Hay Street, Subiaco , WA 6008. The registered office of Standard Minerals Inc and Cisco Minerals Inc is 3500 Washington Avenue, Ste 200, Houston, TX 77007, United States.

Investments Subsidiary companies:

Company

£'000£'000
20252024
Investment in subsidiary undertakings5,8812,637
Less: Impairment provision against investment(2,635)(2,637)
3,244-
(b) Loans to s ubsidiaries:
Company
£'000£'000
20252024
Loans to subsidiary undertakings19,09718,972
Less: Impairment provision against loan(7,791)(5,964)
11,30613,008

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

(c) Financial assets at fair value through profit or loss:ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
Investment in EnviroCopper Limited (ECL) represented by:
Current----
Non-current131---
Total financial assets131---
ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024

A reconciliation of the carrying amount of the investments in the company is set out below:

EnviroCopper Ltd

Amount reclassified from equity accounted investments535---
Fair value revaluation(371)---
Exchange movements(33)---
131---

On 28th November 2024 it was determined that the Group had lost significant influence in its investment in ECL and therefore the amount was reclassified from investments accounted for using the equity method to financial assets at fair value through profit and loss. See below for further details.

Investments accounted for using the equity method:

ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024

A reconciliation of the carrying amount of the investments in the company is set out below:

EnviroCopper Ltd

Conversion of loan to equity-391--
Additional investment-170--
Initial cost of the equity accounted investment599561--
Share of loss of associate, accounted for using the equity method(63)(72)--
Profit on disposal of associate-145--
Share of foreign currency translation reserve(1)(35)--
Amount reclassified to financial assets through profit and loss(535)-
-599--

During the year ended 30 June 2024, ECL signed an agreement to acquire the remaining 25% of exploration Licence 5984 from Andromeda. As part of the acquisition consideration, ECL issued Andromeda 203,008 ECL shares equivalent to 5% of the current ECL capitalisation. This issue of ECL shares diluted Thor's equity interest in ECL to 28.6%. ECL then issued a further 101,504 ECL shares upon successful completion of a Site Environmental Lixiviant Test to dilute Thor's holdings to 26.3%. On 7th October 2024 there was an additional allotment to dilute Thors ownership to 25.8%. On 31 December 2024 ECL then issued a further 321,405 shares to Aligator Energy diluting Thors Ownership to 24%. On 28th November 2024 the Thor representative on the ECL board resigned and was not replaced. At this point it was determined that Thor energy did not have significant influence over the decision making of ECL and the investment was reclassified as a Financial asset held at fair value through profit and loss. As ECL is an early stage company with limited market comparatives the fair value at the date of classification was determined to be its carrying value at the time.

Acquisition of Go Exploration Pty Ltd:

On 17 February 2025, Thor acquired 80.2% of the equity instruments of Go Exploration Pty Ltd (GOX) an Australian based company with rights to the PEL 120 Hydrogen exploration licence.

Under IFRS 3, a business must have three elements: inputs, processes and outputs to constitute a business combination.

At acquisition GOX was a largely dormant exploration companies with little underlying assets. Whilst both entities had titles to mineral properties this could not be considered inputs because of their early stage of development.

Additionally, the Company had no processes including no workforce to produce outputs and had not completed a feasibility study or a preliminary economic assessment on any of their properties and had no infrastructure or assets that could produce outputs. Therefore, the Directors conclusion was that the transactions were asset acquisitions and not business combinations.

The details of Thors acquisition of GOX are as follows:

Net assets acquired£
Exploration assets3,274
Cash and cash equivalents9
Other current liabilities(7)
Non-controlling interest(32)
Total3,245
Total purchase price£
Amount settled in shares3,032
Transaction costs213
Total3,245
9. Deposits
ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
Deposits with banks and Government agencies8067--
8067--

Right of use asset

Options to extend or terminate

The Company's lease contains no option to extend.

Variable lease payments

The company does not have any variable lease payments.

ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
  • IFRS 16 related amounts recognised in the Statement of Financial Position
Leased building6974--
Less: accumulated depreciation(59)(39)--
Right of use asset1035--
Movements in Carrying Amount
Opening balance3559--
Initial recognition of a new office lease----
Depreciation expense(23)(25)--
Foreign exchange translation gain / (loss)(2)1--
1035--
  • IFRS 16 related amounts recognised in the Statement of Comprehensive Income/(Loss)
Depreciation charge related to right of use asset(23)(25)--
Interest expense on lease liabilities(5)(3)--
Short term lease expenses-(27)--
-
(iii) Total Full Year cash out flows for leases(25)(25)--
11. Property, plant and equipmentConsolidatedCompany
£'000£'000£'000£'000
Plant and Equipment:2025202420252024
At cost-51--
Accumulated depreciation-(44)--
Total Property, Plant and Equipment-7--

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.

ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
At 1 July751--
Additions----
Disposals(4)(29)--
Foreign exchange impact, net-(1)--
Depreciation expense(3)(14)--
At 30 June-7--
12. Trade receivables and other assets
ConsolidatedCompany
£'000£'000£'000£'000
Current2025202420252024
Trade and other receivables2492-
Prepayments2628122
5037142

At 30 June 2025 all trade and other receivables were fully performing. No ageing analysis is considered necessary as the Group has no significant trade receivable receivables which would require such an analysis to be disclosed under the requirements of IFRS 9.

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

Current trade and other payables

ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
2024
Ordinary shares of £0.001NumberShare capitalShare PremiumTotal
#£'000£'000£'000
At 1 July2,392,912,8403,85027,81331,663
Share consolidation (10:1) (2)(2,153,621,556)---
Shares issued for cash (3)130,059,5241301,2031,333
Shares issued for asset acquisition (4)9,259,2609123132
Share issue costs--(223)(223)
At 30 June378,610,0683,98928,91632,905
Trade payables(28)(88)(15)(18)
Other payables(166)(71)(149)(41)
(194)(159)(164)(59)

The carrying amounts of trade and other payables are denominated in the following currencies:

ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
UK Pounds(164)(59)(164)(59)
Australian Dollars(30)(100)--
(194)(159)(164)(59)
14. Lease liability
ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
Lease Liability is represented by:
Current(10)(27)--
Non-Current-(11)--
Total Lease Liability(10)(38)--
15. Issued share capital
20252024
£'000£'000
Issued up and fully paid :
982,870,766 'Deferred Shares' of £0.0029 each (1)2,8502,850
7,928,958,500 'A Deferred Shares' of £0.000096 each (1)761761
1,005,072 Ordinary shares of £0.001 each1,004378

(2024: 982,870,766 'Deferred Shares' of £0.0029 each, 7,928,958,500 'A Deferred Shares' of £0.000096 each and 2,392,912,840 ordinary shares of £0.0001 each)

ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
4,6153,989
Movement in share capital
2025
Ordinary shares of £0.001NumberShare capitalShare PremiumTotal
#£'000£'000£'000
At 1 July378,610,0683,98928,91632,905
Shares issued for cash (5)133,333,3161348661,000
Shares issued for asset acquisition (6)466,462,5844662,5663,032
Fee shares (7)25,000,00025162187
Fee shares (8)1,666,6661910
Share issue costs--(62)(62)
At 30 June1,005,072,6344,61532,45737,072

Nominal Value

  • 'Deferred Shares' and 'A Deferred Shares' were created through a shareholder approved re-organisation of the Company's capital in September 2013 and November 2016 respectively. The 'Deferred Shares' and 'A Deferred Shares' may, subject to the provisions of the Companies Act 2006, may be cancelled by the Company, or bought back for £1 and then cancelled. These deferred shares are not quoted and carry no rights whatsoever.
  • Following shareholder approval on 23 August 2023, the Company implemented a share capital consolidation for its listed securities on 31 August 2023. Under the share capital consolidation, the Company reduced the number of its Ordinary Shares by way of a consolidation on the basis of 10 Ordinary Shares of 0.01p each into one new Ordinary Share of 0.1p each. Accordingly, holdings in the Company's CDIs, quoted on the ASX, were also reduced by way of a consolidation on the basis of 10 CDIs into one new CDI.
  • Shares issued for cash during the period included:

A small strategic placement on 28 September 2023, raising gross proceeds of A$1,000,000 via the placing of 23,809,524 Ordinary Shares, at a price of A$0.042 per Ordinary Share. All placees received one option for each Ordinary Share subscribed, being a total of 23,809,524 options (the "Placement Options"). All Placement Options were issued as the existing class of ASX listed options (ASX: THROD) which are exercisable at A$0.09 (9 cents) and expire in January 2025.

Thor and Fleet formed a collaborative partnership to accelerate mineral exploration at Alford East Project. As part of this collaboration Fleet acquired equity interest in Thor via the issue of 6,250,000 Ordinary Shares on 7 September 2023 at a price of A$0.04 per Ordinary Share. In May and June 2024, the Company completed a 2-tranche placement to sophisticated and institutional investors, raising proceeds of A$1,300,000 via placing total of 100,000,000 Ordinary Shares at a price of A$0.013 per Ordinary Share. 70,000,000 unlisted Options were issued on the basis of one Option for every two Ordinary Shares issued, which are exercisable at A$0.026 (2.6 cents) and expire in June 2027

  • Thor fulfilled its Stage 2 expenditure obligations at the Alford East Copper-Gold-REE Project. Completing Stage 2 of the earn-in entitled Thor to increase its interest from 51% to 80% in the copper oxide mineral rights from Spencer. To complete its Stage 2 commitments Thor issued Spencer A$250,000 in fully paid Thor shares, issued at a price of A$0.027 per share (being the 5-day ASX VWAP on the date immediately before allotment) and 18,518,520 unlisted options, exercisable at A$0.30 (30 cents) and an expiry date of 3 November 2028.
  • In October 2024 the Company has raised, in aggregate, gross proceeds of GBP£1,000,000 (~A$1,958,097) via the placing of 133,333,316 new ordinary shares of 0.1p each (Ordinary Shares) (Placing Shares) at a price of 0.75 pence (approx. AUD$0.015) per Ordinary share.
  • On 17th February 2025 Thor completed its acquisition of 80.2% of the share capital of Go Exploration . To complete its acquisition Thor granted 466,462,584 consideration shares at £.0065 being the closing share price at the date of completion.
  • As part of the Go Exploration acquisition, Orana Corporate was awarded 25,000,000 fees at 0.075p per share.
  • 1,666,666 ordinary shares were issued at £0.06p to settle an outstanding liability.

Warrants in issue

The following options (termed 'warrants' in the UK) and performance shares have been granted by the Company and have not been exercised as at 30 June 2025.

NumberGrant DateExpiry DateExercise Price
3,600,000 122 Nov 202122 Nov 2025£0.130
3,125,000 226 Nov 202125 Nov 2026A$0.300
18,518,520 33 Nov 20233 Nov 2028A$0.300
50,000,000 427 & 28 Jun 202527 Jun 2027A$0.026
20,000,000 527 Jun 202527 Jun 2027A$0.026
500,000 67 Sep 20237 Sep 2026-
50,000,000 724 Nov 202423 Nov 2027A$0.05
45,000,000 805 Feb 202505 Feb 2027 05 Feb 2028 05 Feb 2029A$0.03 A$0.05 A$0.07
10,000,000 924 Mar 202524 Mar 2027A$0.03
10,000,000 924 Mar 202524 Mar 2028A$0.03

210,743,352 Total outstanding

Share warrants and performance shares carry no rights to dividends and no voting rights, one option or performance share converts to one ordinary share.

1 Warrants were granted to Directors of the Company, as approved by shareholders.

2 Warrants granted as part of the consideration for an acquisition.

3 Warrants granted as consideration for the acquisition of an exploration asset.

4 Warrants granted to investors as part of a capital raise.

5 Warrants granted to the lead broker of a capital raise.

6 Performance Shares granted to Directors, following shareholder approval. Vesting is subject to the achievement of price hurdles measured against the traded price of ordinary shares quoted on the ASX as CDIs. During the current year 2,500,000 of the outstanding shares lapsed.

7 50,000,000 performance shares issued to Directors of the Company.

8 45,000,000 Warrants issued to the Managing Director as approved by shareholders.

9 20,000,000 Warrants issued to the Broker of the Company.

The following reconciles the outstanding Warrants at the beginning and end of the financial year:

NumberNumberWeighted Average Exercise Price (GBP)
Balance at the beginning of the year164,150,1660.049
Granted during the year65,000,0000.021
Lapsed post consolidation(68,906,646)0.045
Balance at the end of the year160,243,5200.036

The options outstanding at 30 June 2025 had a weighted average remaining number of days until expiry of 776 (2024:746 days).

Additionally, there are 50,500,000 performance shares outstanding that convert to ordinary shares for nil consideration.

Share based payments reserve

20252024
£'000£'000
Opening balance933938
Warrants exercised or lapsed
Lapsed 20,280,000 @ £0.00156-(32)
Lapsed 16,000,000 @ £0.00172-(28)
Lapsed 750,000 @ £0.05090-(38)
Lapsed 400,000 @ £0.06640-(27)
Lapsed 2,200,000 @ £0.04658-(102)
Lapsed 564,705 @ £0.05750-(32)
Lapsed 243,352 @ £0.04540-(11)
Lapsed 480,000 @£0.0767(30)-
Lapsed 480,000 @£0.0767(30)-
Lapsed 480,000 @£0.0767(30)-
Lapsed 9,464,285 @ £0.0473(152)-
Lapsed 5,800,000 @ £0.0473(19)-
Lapsed of 2,500,000 performance rights @£0.16(7)-
(268)(270)
Warrants expensed through the Statement of comprehensive income
Issued 1,440,000 ESOP @ £0.06300-12
Issued 3,000,000 performance shares @ £0.01841 1416
Issued 20,000,000 performance shares @ £0.001792 511-
Issued 15,000,000 performance shares @ £0.000777 55-
Issued 15,000,000 performance shares @ £0.000777 56-
Issued 15,000,000 warrants @ £0.00249 65-
Issued 15,000,000 warrants @ £0.000957 611-
Issued 15,000,000 warrants @ £0.000774 63-
Issued 10,000,000 warrants @0.000777 73-
Issued 10,000,000 warrants @0.001291 72-
5028
Warrants recognised as capital raising costs
Issued 9,464,285 to a service provider @ £0.00160--
Issued 20,000,000 to a service provider @ £0.00501 2-100
Issued 5,800,000 to a service provider @ £0.00312 3-18
-118
Warrants issued for an acquisition
18,518,520 options issued @ £0.00640 4-119
Closing balance715933

1 3,000,000 Performance shares issued to directors on 7 September 2024, following shareholder approval on 23 August 2024. The 2,000,000 performance shares issued to Ms Galloway Warland vest as follows: 400,000 when the ASX traded CDI Price is A$0.25 plus an additional 64,000 for each A$0.01 that the ASX traded CDI Price exceeds A$0.25, to the maximum 2,000,000 Thor shares. For the 500,000 performance shares issued to each of Messrs Clayton and McGeough, 100,000 vest to each of them when the ASX traded CDI Price is A$0.25 plus an additional 16,000 for each A$0.01 that the ASX traded CDI Price exceeds A$0.25, to a maximum total of 500,000 Thor shares each. The relevant CDI Price is the highest closing CDI price for CDIs traded on the ASX in the twelve months prior to the relevant first, second or third anniversary of the issuance of the Performance Shares. During the current year the performance rights to Ms Galloway Warland and Mr McGeough lapsed after both left the Company.

2 Unlisted warrants issued to a broker undertaking a capital raise completed on 27 June 2024. The options were valued using a Black Scholes model as at 20 June 2024, being the date of shareholder approval to issue these options.

3 Listed warrants (ASX:THROD) issued to a broker to the capital raise completed on 28 September 2023. Valued at the ASX closing price of A$0.006 for the options on 15 September 2023 being the day prior to the broker placement agreement.

4 Unlisted warrants issued, together with 9,259,260 Thor shares, to increase Thor's interest from 51% to 80% in the Alford East Copper-Gold-REE Project.

5 50,000,000 Performance Shares issued to directors following shareholder approval on 28 November 2024. The 35,000,000 performance shares issued to Mr Alastair Clayton and the 15,000,000 performance shares issued to Mr Tim Armstrong vest as follows:

  • 40% convert to ordinary shares if the ASX traded CDI Price is A$0.05 or higher.
  • 30% convert if the ASX traded CDI Price is A$0.05 or higher and the fully diluted market capitalisation of the Company exceeds A$65 million.
  • 30% convert if the Company establishes a prospective resource of 300 billion cubic feet of helium or 800 billion cubic feet of hydrogen at any of its majority-owned projects.

The relevant CDI Price is the highest closing CDI price for CDIs traded on the ASX in each six-monthly interval over the three years following issuance. Any unvested performance shares lapse one month after the third anniversary of issuance, or earlier in the event of cessation of office or winding up, subject to Board discretion.

6 45,000,000 warrants issued to Mr Andrew Hume on his appointment as Managing Director on 5 February 2025. The warrants were granted under three tranches as follows: 15,000,000 Series A Options exercisable at A$0.03 each expiring 2 years from the date of issue, vesting immediately on commencement; 15,000,000 Series B warrants exercisable at A$0.05 each expiring 3 years from the date of issue, vesting 6 months after commencement; and 15,000,000 Series C Options exercisable at A$0.07 each expiring 4 years from the date of issue, vesting 18 months after commencement. All unvested options lapse on termination of employment unless otherwise agreed by the Company, with all options vesting on a change of control of Thor Energy Plc

7 20,000,000 Corporate Advisor warrants issued to Prenzler Group (or its nominee) pursuant to an Investor Relations and Corporate Advisory engagement dated 24 March 2025. The options were granted in two tranches: 10,000,000 unlisted warrants exercisable at A$0.03 on or before 27 June 2027, vesting 6 months after commencement of the engagement, and 10,000,000 unlisted options exercisable at A$0.03 on or before 27 June 2028, vesting 11 months after commencement of the engagement

Options are valued at an estimate of the cost of the services provided. Where the fair value of the services provided cannot be estimated, the value of listed options granted is calculated by reference to the last traded price, or for unlisted options by using the Black-Scholes model taking into account the terms and conditions upon which the options are granted. Where the options contain market based vesting conditions a Monte Carlo options valuation or Parisian barrier calculation is undertaken. The following table lists the inputs calculations used for the share options in the balance of the Share Based Payments Reserve as at 30 June 2025 or lapsed during the year ended 30 June 2025.

Warrants and options issued in the prior year.

Warrants and options issued to 30 June 2025 :

22/11 202126 /11 20217/9 202328/9 20233/11 20235/1 20235/2 20255/2 20255/02 202524/03 202524/03 2025
Number3,600,0003,125,0003,000,0005,800,00018,518,52020,000,00015,000,00015,000,00015,000,00010,000,00010,000,000
Dividend yield0.00%0.00%0.00%N/A0.00%0.00%0.00%0.00%0.00%0.00%0.00%
Underlying Security spot price£0.087A$0.15A$0.050N/AA$0.0240A$0.016£.012£.012£.012£.011£.011
Exercise price£0.130A$0.30A$0.000N/AA$0.300A$0.026A$0.03A$0.05A$0.07A$0.03A$0.03
Standard deviation of returns126%126%125.43%N/A115%110%45%71%64%71%71%
Risk free rate0.87%1.44%3.87%N/A4.36%3.85%4.5%4.5%4.5%4.5%4.5%
Expiration period4yrs5yrs3yrsN/A5.2yrs5yr2yr3yr4yr2yr3yr
valuation per option£0.06560£0.06463£0.0184 1£0.00312£0.0060£0.00501£0.000249£0.000957£0.000774£0.000777£0.001291

1 ASX quoted options (ASX: THROD) valued at the ASX closing price per option of A$0.006 at the applicable AUD:GBP exchange rate, the day prior to entering into the agreement with the service provider. £0.00312 Fair Value recognised as part of the cost of the capital raising.

Performance rights to 30 June 2025:

Director Performance rightsPerformance rights T1Performance rights T2Performance rights T3
Number500,000 120,000,00015,000,00015,000,000
Dividend yield0.00%0.00%0.00%0.00%
Underlying Security spot priceA$0.050£0.0066£0.0066£0.0066
Exercise priceA$0.000A$0.000A$0.000A$0.000
Standard deviation of returns125.43%72.5%72.5%72.5%
Risk free rate3.87%4%4%4%
Expiration period3yrs3yrs3yrs3yrs
valuation per option£0.01841£0.0036£0.00155£0.0020

1- 3,000,000 performance rights were issued to Directors of the Company in September 2023. In the current year 2,500,000 performance rights lapsed.

Cash and Cash Equivalents

ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
Cash at bank686805673317

The majority of the Group's cash at bank is held in licenced banks in the UK and Australia.

The carrying amounts of the Group's and Company's cash and cash equivalents are denominated in the following currencies:

ConsolidatedCompany
£'000£'000£'000£'000
2025202420252024
GBP588317588317
AUD9848885-
686805673317
1 July 2024Cash flowsNon-cash changes30 June 2025
£'000£'000£'000£'000
Cash at bank and in hand - Group805(70)(49)686
  • Contingent liabilities and commitments
  • Exploration commitments

Ongoing exploration expenditure is required to maintain title to the Group's mineral exploration permits. The Group's total annual exploration commitments, including rent, at 30 June 2025 were £72,000 (2024: £172,000). No provision has been made in the financial statements for these amounts, as the expenditure is expected to be fulfilled in the normal course of the operations of the Group.

Claims of native title

The Directors are aware of native title claims which cover certain tenements. The Group's policy is to operate in a mode that takes into account the interests of all stakeholders including traditional owners' requirements and environmental requirements. At the present date no claims for native title have seriously affected exploration by the Company.

Contingent Liability

As at 30 June 2025, the Group had no contingent liabilities.

Contingent assets

The Group has entered into a number of arrangements that may give rise to future financial benefits. These contingent assets have not been recognised in the financial statements as the receipt of economic benefits is not considered virtually certain at this stage:

Investigator Resources Joint Venture (Molyhil Project):

Under the terms of the Joint Venture Agreement with Fram Resources Pty Ltd (a wholly owned subsidiary of Investigator Resources Ltd, ASX: IVR), Thor has the potential to receive additional consideration in the form of IVR shares:

On Fram earning an 80% joint venture interest (Stage 3 earn-in), IVR is required to issue A$250,000 of IVR shares to Thor at a deemed price equal to the higher of (i) the 15-day VWAP immediately prior to the 80% earn-in date, or (ii) A$0.05 per share.

In addition, Thor retains a 20% interest in the Molyhil Tenements and is therefore entitled to its proportionate share of any future development or production revenues from the project.

Sandover Transaction (EL34050 - subdivision of Molyhil EL22349):

As part of the sale of exploration licence EL34050 and Molyhil MLs to Sandover SPV1 Pty Ltd (a subsidiary of Tivan Ltd), Thor and its JV partner Fram entered into a Mineral Sharing Agreement with Tivan. This agreement preserves cross-tenement rights to mineralisation that extends across the licence boundaries. Accordingly, Thor may benefit from future mineral production or development on EL34050 where mineralisation extends into the Molyhil joint venture licences.

Tivan sale

Subsequent to year end Thor entered into a Term Sheet to sell the remainder of its interest in the Molyhil tenements to ASX listed Tivan. Once executed the agreement will cancel the Joint Venture and Mineral Sharing Agreements above. Refer to note 21 for further information.

Financial instruments

The Group uses financial instruments comprising cash, liquid resources and debtors/creditors that arise from its operations.

A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise.

The Group's exposure to currency and liquidity risk is not considered significant. The Group's cash balances are held in Pounds Sterling and in Australian Dollars, the latter being the currency in which the significant operating expenses are incurred.

To date the Group has relied upon equity funding to finance operations. The Directors are confident that they will be able to raise additional equity capital to finance operations to commercial exploitation but controls over expenditure are carefully managed.

The Group does not generally enter into derivative transactions (such as interest rate swaps and forward foreign currency contracts) and it is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.

The net fair value of financial assets and liabilities approximates the carrying values disclosed in the financial statements.

Refer to note 17 for a breakdown of Group cash.

The financial assets comprise interest earning bank deposits and a bank operating account.

19.1 Financial instruments by category

Set out below is a comparison by category of carrying amounts and fair values of all of the Group's financial instruments recognised in the financial statements, including those classified under discontinued operations. The fair value of cash and cash equivalents, trade receivables and payables approximate to book value due to their short-term maturity.

The fair values of derivatives and borrowings have been calculated by discounting the expected future cash flows at prevailing interest rates. The fair values of loan notes and other financial assets have been calculated using market interest rates.

For investments in listed shares, the fair values have been determined based on closing quoted bid prices at the end of the reporting period.

For investments in unlisted shares, the fair values have been determined using the most recently observed purchase price. Investments held (refer to note 8) are classified as level 3 assets on the fair-value hierarchy with regards to value.

20252024
Carrying Amount £'000Fair Value £'000Carrying Amount £'000Fair Value £'000
Financial assets measured at fair value:
Investment in ECL131131--
Financial assets not measured at fair value:
Cash and cash equivalents686686805805
Trade & other receivables24243737
Deposits supporting performance guarantees80806767
Financial liabilities:
Trade and other payables2828159159

19.2 Financial instruments objectives and policies

The Company's activities expose it to a variety of financial risks: currency risk, credit risk, liquidity risk and cash flow interest-rate risk. These risks are limited by the Group's financial management policies and practices described below:

Foreign currency exchange risks

The Group does not hedge its foreign currencies. Transactions with vendors are mainly denominated in a small number of currencies, predominantly Australian Dollar, US Dollar and British Pounds. Therefore, the directors consider that the currency exposure arising from these transactions is not significant to the Group.

At present the Group does not have any formal policy for hedging against exchange exposure. The Group may, when necessary, enter into foreign currency forward contracts to hedge against exposure from currency fluctuations, however, the Group has not entered into any currency forward contracts to date.

Credit risk

As the Group had no turnover during the year; there is no significant concentration of credit risk. The Group does not have written credit risk management policies or guidelines. The Group's cash is held in reputable banks. The carrying amount of these financial assets represent the maximum credit exposure. No collateral was held as security and other credit enhancements during the period. No financial assets are impaired or past due at the end of the reporting period.

Liquidity risks

To ensure liquidity, the Group maintains sufficient cash and cash equivalents to meet its obligations as and when they fall due. All amounts included in liabilities are expected to fall due within one year.

Interest rate risk

The Group has no interest-bearing liabilities. Interest rates on bank deposits are based on the relevant national interbank offered rates. The Group has no fixed interest rate assets.

  • Capital Risk management
  • Related party transactions

There is no ultimate controlling party.

Thor has lent funds to its wholly owned subsidiaries to enable those companies to carry out their operations. At 30 June 2025, the estimated recoverable amount converted to £11,306,000 (2024:£13,008,000) (refer Note 8(b)).

Thor Energy Plc engages the services of Druces LLP Solicitors, a company in which Mr Stephen Ronaldson is a Partner. Mr Ronaldson is the UK based Company Secretary of Thor. During the year £13,475 was paid to Druces LLP Solicitors (2024: £37,792) on normal commercial terms.

The Group engaged the services of Prenzler Group, a Company in which Tim Armstrong is employed. During the year the Group paid £58,000 for broking services. During the year the Group also entered into a service agreement to provide investor relations and corporate broking services. As part of the retainer 20,000,000 performance rights were issued to a nominee of Prenzler Groups discretion.

Thor Energy Plc engages the services of SmallCap Corporate Pty Ltd, a company in which Mr Rowan Harland is employed. Mr Harland is the AU based Company Secretary of Thor. During the year £16,000 was paid to SmallCap Corporate (2024: £nil) on normal commercial terms.

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

Subsequent events

On 12th August 2025, the Group completed the disposal of its remaining U.S. subsidiaries Standard Minerals Inc. and Cisco Minerals Inc., which held the Group's vanadium and uranium projects. Total consideration received was £100,000 cash together with the issue of freely tradable shares in Metals One Plc with a fair value of approximately £1,000,000. The transaction represents the full exit of the Group from U.S. vanadium interests.

On 4th September the Group announced that it had signed a term sheet ("Term Sheet") with DISA Technologies, Inc. ("DISA") to seek to evaluate and if successful, treat historically abandoned uranium mine waste dumps ("Waste") and recover saleable uranium and other critical minerals concentrates at Thor's Colorado uranium claims. Thor holds 25% ownership rights to uranium minerals on U.S. Bureau of Land Management ("BLM") via its US subsidiary Standard Minerals Inc. ("Standard") that holds the projects (the "Colorado Projects") in Colorado in the United States, along with the 75% holder, London-listed Metals One PLC (AIM: Met1).

On 16 September 2025, the Company announced it had entered into a binding term sheet with ASX-listed Tivan Limited for the sale of its 75% interest in the FRAM Joint Venture, which holds the Molyhil Tungsten/Molybdenum/Copper Project in the Northern Territory, Australia. Total consideration of A$8,750,000 is payable, of which A$6,562,500 is attributable to the Company. The key payment terms are as follows:

  • Deposit: A$375,000 non-refundable, paid on signing.
  • Completion Payment: A$2,250,000, expected in December 2025 upon satisfaction of conditions precedent including regulatory approvals and ministerial consent.
  • Deferred Payments:

o A$1,312,500 payable in September 2026

o A$1,312,500 payable in September 2027

o A$1,312,500 payable in September 2028

Deferred payments may be settled in either cash or Tivan shares at Tivan's election. Completion remains subject to satisfaction of conditions precedent, with indicative completion expected in December 2

ASX ADDITIONAL INFORMATION

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

Date and Place of Incorporation, and Application of Takeover Provisions

  • The Company was incorporated in England on 3 November 2004, and reregistered as a public company on 6 June 2005.
  • The Company is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act dealing with the acquisition of shares (including substantial shareholdings and takeovers).
  • As a public company incorporated in England and Wales, Thor Energy Plc is subject to the City Code on Takeovers and Mergers (the Code). Subject to certain exceptions and limitations, a mandatory offer is required to be made under Rule 9 of the Code broadly where:
  • a bidder and any persons acting in concert with it acquire shares carrying 30% or more of the voting rights of a target company; or
  • if a bidder, together with any concert parties, increases its holding where its holding is not less than 30% but not more than 50% of the voting rights.

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

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

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

Shareholdings (as at 2 September 2025)

Class of shares and voting rights

  • at meetings of members or classes of members each member entitled to vote may vote in person or by proxy or attorney; and
  • 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.

Securities in issue as at 2 September 2025

Total shares and CDIs on issue are 1,030,072,634.

Total unlisted options/warrants are 160,243,520.

Total performance shares/rights are 36,000,000.

Distribution of equity securities

Category (number of shares/CDIs)Number of Shareholders
1 - 1,000337
1,001 - 5,000519
5,001 - 10,000422
10,001 - 100,000973
100,001 and over343

2,594

The number of Australian shareholders (CDI holders) holding less than a marketable parcel is 1,825.

The marketable parcel size of A$500 equates to 31,250 CDIs.

Substantial holder notifications

On 21 February 2025, the Company lodged a substantial holder notice received from Ross Warner, Black Lantern Investments Pty Ltd atf Signal Super Fund, noting an interest of 135,496,275 Ordinary Shares (held as CDIs) being 13.50% in the total ordinary shares on issue at that time.

On 21 February 2025, the Company lodged a substantial holder notice received from Trent Spry, Brian Vivian SPRY & Trent Benjamin SPRY atf The Spry Superannuation Fund, noting an interest of 135,496,274 Ordinary Shares (held as CDIs) being 13.50% in the total ordinary shares on issue at that time.

Twenty largest shareholders (Ordinary Shares and CDI's) as at 2 September 2025

NameNumber of shares heldPercentage of shares held
BLACK LANTERN INVESTMENTS PTY LTD <SIGNAL SUPER FUND A/C>108,841,27010.57%
TRENT SPRY79,965,0147.76%
THE BANK OF NEW YORK (NOMINEES) LIMITED <672938>59,238,5975.75%
MR TRENT SPRY + MR BRIAN VIVIAN SPRY <THE SPRY SUPER FUND A/C>55,531,2605.39%
JAYLEAF HOLDINGS PTY LTD <THE POLLOCK INVESTMENT A/C>52,954,6105.14%
BARNARD NOMINEES LTD <OBNOMEX>45,967,5494.46%
MR FRANK LA PEDALINA43,328,6354.21%
PARKRANGE NOMINEES PTY LTD31,684,6063.08%
ROSS MICHAEL WARNER26,655,0052.59%
DAMOST PTY LTD <JESSIMAN SUPER FUND A/C>20,900,0002.03%
GLOBAL INVESTMENT STRATEGY UK LIMITED <GISCLT>20,433,3331.98%
MR ALASTAIR RAOUL CLAYTON18,192,3081.77%
BARNARD NOMINEES LTD <OBNOMDIS>17,250,0001.67%
BARCLAYS DIRECT INVESTING NOMINEES LIMITED <CLIENT1>15,384,4101.49%
INTERACTIVE INVESTOR SERVICES NOMINEES LIMITED <SMKTISAS>11,769,4741.14%
JAMES CAPEL (NOMINEES) LIMITED <PC>11,544,8431.12%
SPENCER METALS PTY LTD <YORKSTONE UNIT A/C>10,821,7601.05%
BARNARD NOMINEES LTD <OBADV>10,669,1801.04%
HARGREAVES LANSDOWN (NOMINEES) LIMITED <15942>10,654,8371.03%
PARKES TRADING CO PTY LTD10,316,1791.00%
TOTAL662,102,87064.27%
Unquoted Equity Securities
ClassUnits
Performance Rights/Shares35,500,000
Unquoted Option exercisable at A$0.03 on or before 5 February 202715,000,000
Unquoted Option exercisable at A$0.05 on or before 5 February 202815,000,000
Unquoted Option exercisable at A$0.07 on or before 5 February 202915,000,000
Unquoted Option exercisable at A$0.03 on or before 27 June 202710,000,000
Unquoted Option exercisable at A$0.03 on or before 27 June 202810,000,000
Unquoted Option exercisable at A$0.30 on or before 3 November 202818,518,520
Unquoted Option exercisable at A$0.026 on or before 27 June 202770,000,000
Unquoted Option exercisable at £0.13 on or before 15 November 20253,600,000
Unquoted Option exercisable at £0.1575 on or before 15 November 20253,125,000
TOTAL195,743,520

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares/CDIs

There are no other classes of equity securities.

On Market Buy Back

There are no current on market buy backs.

Company Secretary

The Australian and UK joint company secretaries of the Company are Mr Rowan Harland and Mr Stephen Ronaldson respectively.

Principle Place of Business and Registered Office

Suite 1, 295 Rokeby Road Subiaco WA 6008

Phone Number:

Securities held on Escrow

No shares or CDIs are held in escrow.

Stock Exchanges

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

ASX CORPORATE GOVERNANCE DISCLOSURE

The Board have chosen to apply the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 4th Edition) as the Company's chosen corporate governance code for the purposes of AIM Rule 26. Consistent with ASX listing rule 4.10.3 and AIM rule 26, 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. This information is reviewed annually.

A copy of the Company's corporate governance policy is available on the Company's website https://thorenergyplc.com/about-us/#corporate-governance.

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

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

Identification of Independent Directors

Messrs Clayton, Armstrong and Moore are independent Directors in accordance with the criteria set out in the ASX Principles and Recommendations.

Statement concerning availability of independent professional advice

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

Names of nomination committee members and their attendance at committee meetings

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

Names and qualifications of audit committee members

The full Board performs the functions of the Audit Committee. All directors are considered financially literate.

TENEMENT SCHEDULE

Go Exploration, natural hydrogen, helium and coincident gas storage portfolio

ProjectTenementArea kms 2Area ha.HoldersCompany Interest
HY-RangeRSEL 802 *6332Go Exploration80.2%
Geo-RangeGSEL 8042368Go Exploration80.2%
Geo-RangeGSEL 8052389Go Exploration80.2%
Geo-RangeGSEL 8061558Go Exploration80.2%
ProjectTenementArea kms 2Area ha.HoldersCompany Interest
Molyhil *EL22349228.10Molyhil Mining Pty Ltd75%
Molyhil *EL311309.51Molyhil Mining Pty Ltd75%
Molyhil *ML2382595.92Molyhil Mining Pty Ltd75%
Molyhil *ML2442991.12Molyhil Mining Pty Ltd75%
Molyhil *ML2572156.2Molyhil Mining Pty Ltd75%
Molyhil *AA2973238.6Molyhil Mining Pty Ltd75%
BonyaEL3216774.54Molyhil Mining Pty Ltd40%
Alford EastEL6529315.1Hale Energy Pty Ltd80% oxide interest

* Subsequent to year end the Group entered into a term sheet to sell its remaining interest in these tenements.

USA mineral exploration licence portfolio

As of 30 June 2025, the consolidated entity holds 100% interest in the uranium and vanadium projects in USA States of Colorado and Utah as follows:

Claim GroupSerial NumberClaim NameAreaHoldersCompany Interest
Vanadium King (Utah)UMC445103 to UMC445202VK-001 to VK-100100 blocks (2,066 acres)Cisco Minerals Inc100%
Radium Mountain (Colorado)CMC292259 to CMC292357Radium-001 to Radium-09999 blocks (2,045 acres)Standard Minerals Inc100%
Groundhog (Colorado)CMC292159 to CMC292258Groundhog-001 to Groundhog-100100 blocks (2,066 acres)Standard Minerals Inc100%

Subsequent to year the Group sold 75% of its interest in the above licenses.

[1] Refer to announcement dated 30 March 2025

[2] Refer to announcement dated 29 May 2025

[3] Refer to announcement dated 7 July 2025

[4] Refer to announcement dared 9 December 2024

[5] Refer to announcement dated 25 July 2025

[6] Refer to announcement dated 4 September 2025

[7] Refer to announcement dated 16 September 2025

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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