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Thor Explorations Announces Financial and Operating Results for the Three and Six Months Ending June 30, 202324.08.2023 | 8:00 Uhr | Newsfile
Vancouver, August 24, 2023 - Thor Explorations Ltd. (TSXV: THX) (AIM: THX) ("Thor Explorations", "Thor" or the "Company") is pleased to provide an operational and financial review for its Segilola Gold mine, located in Nigeria ("Segilola"), and for the Company's mineral exploration properties located in Nigeria, Senegal and Burkina Faso for three ("Q2 2023" or the "Period") and six months to June 30, 2023 ("H1 2023"). The Company's Consolidated Condensed Interim Financial Statements together with the notes related thereto, as well as the Management's Discussion and Analysis for the three and six months ended June 30, 2023, are available on Thor Explorations' website at https://thorexpl.com/investors/financials/. All figures are in US dollars ("US$") unless otherwise stated. Operational Highlights for Q2 2023 and H1 2023 Production
Exploration
Thor Lithium - Newstar Minerals Limited
Financial Highlights of the Period and H1 2023
Environment, Social and Governance
Outlook
Segun Lawson, President & CEO, stated: "The second quarter of 2023 has seen good developments across Thor's project portfolio. Operations are performing well, with the processing plant still operating above nameplate design. The Company posted strong revenues for H1 of US$81 million, with an EBITDA of US$35.1 million and a net profit of US$12 million for the same period. "The Company expects to achieve its total material mined forecast for H2, however grade control drilling for Q3 indicates a lower than forecast recovered gold production for the period. While the Q4 gold production forecast remains in-line with our original target, with potential upside as mining conditions continue to improve as the west wall push back nears completion, the Company considers it prudent to update guidance for 2023 to 85,000oz of recovered gold - the lower end of the previously announced range for the full financial year. "As we look to extend the life of mine at Segilola, Thor has located several exploration targets within close proximity to the project. These exploration targets are encouraging so far have demonstrated positive results from initial exploration drilling activities. We plan to follow up with further drilling activities in Q3 and Q4 2023. At Douta, Thor is making great progress towards completing the PFS, which is scheduled to be completed in Q4 this year. "With our strategy to identify high-value resource opportunities, Thor acquired a significant tenure in south-west Nigeria, which is known for lithium-bearing pegmatite deposits. An initial drilling program is being undertaken on the West Oyo Project area, with the objective to confirm and delineate lithium bearing mineralization. I am pleased to confirm that, post period, the program confirmed spodumene as the main lithium-bearing mineral, together with minor lepidolite. We will continue to explore the area and believe this poses a great opportunity to increase shareholder value. "We take the working conditions at our operations very seriously, and as such, Thor has increased training and workplace inspections to improve working conditions. The Segilola HSE team has also commissioned a team of standby emergency responders during the Quarter, with 28 personnel specifically trained to respond to emergency related, medical and operational situations at the SROL site. The program comprised classroom and practical sessions on how to respond to first aid cases, administering basic life support to unconscious victims and emergency response planning and activation processes to ensure there are fewer lost time injuries. "The Company is in a good position to advance its projects in the next quarter, with further developments made at its exploration prospects as well as improvements in processing capabilities which should result in improved production. I look forward to updating the shareholders on the developments made in the next quarter." About Thor Explorations Thor Explorations Ltd. is a mineral exploration company engaged in the acquisition, exploration, development and production of mineral properties located in Nigeria, Senegal and Burkina Faso. Thor Explorations holds a 100% interest in the Segilola Gold Project located in Osun State, Nigeria and has a 70% economic interest in the Douta Gold Project located in south-eastern Senegal. Thor Explorations trades on AIM and the TSX Venture Exchange under the symbol "THX". Thor Explorations Ltd. For further information please contact: Thor Explorations Ltd. Canaccord Genuity (Nominated Adviser & Broker) Tel: +44 (0) 20 7523 8000 Hannam & Partners (Broker) Tel: +44 (0) 20 7907 8500 Fig House Communications (Investor Relations) Ibu Lawson (Investor Relations) BlytheRay (Financial PR) Qualified Person Management Discussion & Analysis for Q2 2023 HIGHLIGHTS AND ACTIVITIES - SECOND QUARTER 2023 Operating results for the quarter were highlighted by the selling of 20,852 ounces of gold during the period at a cash operating cost1 of $942 per oz sold, with an all-in sustaining cost1 of $1,230 per oz sold. AISC guidance for 2023 is maintained at US$1,150 per ounce to US$1,350 per ounce. Gold recovered for the quarter was 23,078 ounces. The Company has updated its production guidance to 85,000oz for the year. Key Operating and Financial Statistics
Segilola Gold Mine, Nigeria Mining During the three months ended June 30, 2023, 5,633,688 tonnes of material were mined, equivalent to a mining rate of 61,909 tonnes of material per day. In this period, 278,583 tonnes of ore were mined, equivalent to a mining rate of 3,061 tonnes of ore per day, at an average grade of 2.43g/t. Mining of the West wall of the pit is progressing well, with most of the more challenging mining for the year completed. Production areas are increasing in width allowing for improved utilization and productivity. Grade was lower than planned due to delays in accessing higher-grade ore zones in the central mine. The stockpile balance at the end of the period was 297,100 tonnes of ore at an average of 1.06g/t. This comprised 1,961 tonnes (4.42g/t) at high grade, 2,006 tonnes (2.09g/t) at medium grade, 288,401 tonnes (1.00g/t) at low grade and 4,693 tonnes (2.45g/t) on the coarse ore stockpile. Processing During the three months ended June 30, 2023, a total of 255,231 tonnes of ore, equivalent to a throughput rate of 2,805 tonnes per day, was processed. Throughput was higher than planned, with no significant downtime periods. The mill feed grade was 2.99g/t gold with recovery at 94.0% for a total of 23,078 ounces of gold recovered. The mill rejected ore bearing material crusher was commissioned during the quarter. Smelting performance was improved with the commissioning of the new smelter. All of the main operating units of the process plant continue to perform better than expected, with the plant operating above nameplate capacity. Several improvement projects are being undertaken through the remainder of 2023. Production Metrics
Exploration Activity Summary Q2 2023 Nigeria Gold Exploration remained a priority for the Company in 2023 in both Nigeria and Senegal. In Nigeria, the Company continued to prioritize exploration within a 25 kilometre radius of the Segilola Gold Mine. The Company also expanded and diversified its portfolio through the acquisition of over 600 sq km of lithium exploration licences via the grant of new licences and also entering into joint venture agreements with existing licence holders. The key objective of the exploration strategy is to extend the life of mine ("LOM") at Segilola. Approximately 80% of the Company's Nigerian gold exploration effort is concentrated within a 25km radius of the Segilola operation such that potential gold-bearing material can be easily trucked to the existing plant. In areas that are further from the mine generative exploration is targeting potential new stand-alone operations. The majority of the exploration activities carried out on all the Company's licences, consisted of RC drilling, Diamond Drilling, geochemical stream sediment sampling, auger drilling and soil sampling. Amongst other target areas that have been located, a new high-grade target, the Kola target, was discovered and is located about 23km from the Segilola Mine. The Kola target produced an initial significant geochemical signature with follow up drill testing intersecting several mineralized drilling intersections including 11m grading 22g/tAu. Four main advanced exploration targets have been defined within a 25km radius of the Segilola Gold Mine. These comprise the following target areas:
New Exploration Prospect - Kola Prospect The Kola Prospect is a new high-grade greenfield exploration discovery that is located 23km south of the Segilola Gold Mine within a 100% Thor-owned exploration permit The prospect developed from a low-level stream sediment anomaly which was confirmed by follow-up auger-assisted soil geochemistry that returned values of up to 4 g/t Au. Targeting of this anomalous zone was carried out with RC drilling. Initial positive results included 7m grading 25.98 g/t Au in the near-surface weathered horizon. Additional drilling located primary bedrock mineralisation grading 8m at 30.19 g/t Au. Initial data suggest that the geological controls relate to a steeply dipping north-easterly trending zone within a biotite gneiss sequence. Exploration testing of the general area is continuing. Whilst the initial drilling results from the Kola Prospect are encouraging, the Company has not yet identified significant strike length extensions that would add material mine life extensions to Segilola. Drilling activities will continue through Q3 and Q4. Exploration Results from the Kola Prospect (0.5g/t Au lower cut off; maximum 1m internal dilution)
To view an enhanced version of this graphic, please visit: Western Prospects Igila The Western Prospects are located about 15km directly west of the Segilola Gold Mine and are held under a joint venture agreement between Thor's wholly owned subsidiary Segilola Gold Limited ("SGL") and a local mineral exploration company. Exploration activities at the Western Prospects are now focused on delineating additional strike length and identifying additional lodes such as the Aye-Ile prospect. Aye-Ile The Aye-Ile prospect is located approximately 1.2km to the south-east from Igila. Drilling is planned to expand the zone of mineralisation and to investigate a possible strike between Igila and Aye-Ile. Geochemical sampling to the south-east of Aye-Ile returned several anomalous values of up to 10g/t Au which suggest extensions of the structure. Thor Lithium - Newstar Minerals Limited As part of its strategy of identifying high-value mineral resource opportunities, Thor, through its fully owned subsidiary Newstar Minerals Ltd, announced the acquisition of significant tenure in south-west Nigeria that covers both known lithium bearing, pegmatite deposits and a large unexplored, prospective, pegmatite-rich belt. Thor's initial focus is on the south-west quadrant of Nigeria where vital infrastructure is located within close proximity. An initial drilling program is being undertaken on one of the Company's prospects located in the West Oyo Project Area to confirm and delineate lithium-bearing mineralisation, such as spodumene and lepidolite, at depth. The Company announced its initial results on August 16 with the below key highlights:
To view an enhanced version of this graphic, please visit: Senegal Introduction The Douta Gold Project is a gold exploration permit E02038, located within the Kéniéba inlier, eastern Senegal. The northeast-trending license has an area of 58 km2. Thor, through its wholly owned subsidiary African Star Resources Incorporated ("African Star"), has a 70% economic interest in partnership with the permit holder International Mining Company SARL ("IMC"). IMC has a 30% free carried interest in its development until the announcement by Thor of a Probable Reserve. The Douta licence is strategically positioned 4km east of Massawa North and Massawa Central deposits, which form part of the world-class Sabadola-Massawa Project owned by Endeavour Mining. The Makabingui deposit, belonging to Bassari Resources Ltd, is immediately located east of the northern portion of E02038. Exploration Activity During the quarter, workstreams designed to advance the project to the prefeasibility stage ("PFS") commenced. This included a diamond drilling program that was designed to obtain sufficient core samples for comprehensive metallurgical test work and mineralogical studies. Thor intends to progress the Makosa Resource expansion and infill drilling together with parallel workstreams including environmental and social baseline monitoring as part of an Environmental and Social Impact Assessment, geotechnical and hydrological studies. NON-IFRS MEASURES This MD&A refers to certain financial measures, such as average realized gold price, which are not recognized under IFRS and do not have a standardized meaning prescribed by IFRS. These measures may differ from those made by other companies and accordingly may not be comparable to such measures as reported by other companies. These measures have been derived from the Company's financial statements because the Company believes that, with the achievement of gold production, they are of assistance in the understanding of the results of operations and its financial position. Average realised gold price per ounce sold The Group believes that, in addition to conventional measures prepared in accordance with GAAP, the average realised gold price, which takes into account the impact of gain/losses on forward sale of commodity contracts, is a metric used to better understand the gold price realised during a period. Management believes that reflecting the impact of these contracts on the Group's realised gold price is a relevant measure and increases the consistency of this calculation with our peer companies. In addition to the above, in calculating the realised gold price, management has adjusted the revenues as disclosed in the consolidated financial statement to exclude by product revenue, relating to silver revenue, and has reflected the by product revenue as a credit to cash operating costs. The revenues as disclosed in the interim financial statements have been reconciled to the gold revenue for all periods presented. Average annual realised price per ounce sold
1 The figures for the Three and Six months period ended June 30, 2022 have been restated in connection with the restatement of the interim financial statements. Refer to note 22 of the interim financial statements for further details. Cash operating cost per ounce Cash operating cost per oz sold, combined with revenues, can be used to evaluate the Company's performance and ability to generate operating income and cash flow from operating activities. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors may find this information useful to evaluate the costs of production per ounce. By product revenues are included as a credit to cash operating costs. Average annual cash operating cost per ounce of gold
1 The figures for the Three and Six months period ended June 30, 2022 have been restated in connection with the restatement of the interim financial statements. Refer to note 22 of the interim financial statements for further details. All-in sustaining cost per ounce AISC provides information on the total cost associated with producing gold. The Group calculates AISC as the sum of total cash operating costs (as described above), other administration expenses and sustaining capital, all divided by the gold ounces sold to arrive at a per oz amount. Other administration expenses includes administration expenses directly attributable to the Segilola Gold Mine plus a percentage of corporate administration costs allocated to supporting the operations of the Segilola Gold Mine. For the three and six months periods ended June 30, 2023 and 2022, this was deemed to be 50%. Other companies may calculate this measure differently as a result of differences in underlying principles and policies applied. Average annual all-in sustaining cost per ounce of gold
1 The figures for the Three and Six months period ended June 30, 2022 have been restated in connection with the restatement of the interim financial statements. Refer to note 22 of the interim financial statements for further details. Net Debt Net debt is calculated as total debt adjusted for unamortized, deferred, financing charges less cash and cash equivalents and short-term investments at the end of the reporting period. This metric is used by management to measure the Company's debt leverage. The Company considers that in addition to conventional measures prepared in accordance with IFRS, net debt is useful to evaluate the Company's performance. Net Debt
Earnings Before Interest, Taxes, Depreciation and Amortisation EBITDA is calculated as the total earnings before interest, taxes, depreciation and amortisation. This measure helps management assess the operating performance of each operating unit. Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)
1 The figures for the Three and Six months period ended June 30, 2022 have been restated in connection with the restatement of the interim financial statements. Refer to note 22 of the interim financial statements for further details. OUTLOOK AND UPCOMING MILESTONES This Section 5 of the MD&A contains forward looking information as defined by National Instrument 51-102. Refer to Section 16 of this MD&A for further information on forward looking statements. We are focused on advancing the Company's strategic objectives and near-term milestones which include: 2023 Operational Guidance and Outlook
1 This excludes production stripping costs capitalizations. The critical factors that influence whether Segilola can achieve these targets include:
Continue to advance the Douta project towards preliminary feasibility study ("PFS") Continue to advance exploration programmes across the portfolio:
SUMMARY OF QUARTERLY RESULTS The table below sets forth selected results of operations for the Company's eight most recently completed quarters. Summary of quarterly results
RESULTS FOR SIX MONTHS ENDED JUNE 30, 2023 The review of the results of operations should be read in conjunction with the Interim Financial Statements and notes thereto. The Group reported a net profit of $12,243,543 (1.9 cents per share) for the six months period ended June 30, 2023, as compared to a net profit of $10,210,578 (1.6 cents per share) for the six months period ended June 30, 2022. The increase in profit for the period was largely due to:
These were offset partially by:
No interest was earned during the six months period ended June 30, 2023, and 2022. LIQUIDITY AND CAPITAL RESOURCES As at June 30, 2023, the Group had cash of $11,149,491 (December 31 2022: $6,688,037) and a working capital deficit of $45,657,241 (December 31, 2022: deficit of $29,116,915). The increase in cash from December 31, 2022 is due mainly to cash generated in operations of $44,546,954 offset by cash used in investing and financing activities of $29,911,132 and $10,813,624, respectively. The increase in working capital deficit is mainly due to the transfer of $19,347,245 of loans and other borrowings from non-current to current as these are due within 12 months from June 30, 2023. The total EPC amount has been finalized with our EPC contractor, and the Group has paid all due outstanding EPC payments as at June 30, 2023. Working Capital Calculation The Working Capital Calculation excludes $9,139,784 (Q1 2023: $9,979,413 - 2022: $10,187,630) of Gold Stream liabilities, and $35,478 (Q1 2023: $805,801 - 2022: $2,215,585) in third party royalties included in current accounts payable, that are contingent upon the achievement of the revised gold sales forecast of 85,000 ounces for the year ending December 31, 2023. Working Capital
Inventory Gold inventory is recognised, at cost, in the ore stockpiles and in production inventory, comprised principally of ore stockpile and doré at site or in transit to the refinery, with a component of gold-in-circuit. Inventory
Liquidity and Capital Resources The Group has generated positive operating cash flow during H1 2023 and expects to continue to do so based on its production and AISC guidance. This operating cash flow will support debt repayments, regional exploration and underground expansion drilling at Segilola, planned capital expenditures and corporate overhead costs. FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS The Group's financial instruments are classified as follows:
The fair value of these financial instruments approximates their carrying value. As noted above, the Group has certain financial liabilities that are held at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques to measure fair value: Classification of financial assets and liabilities As at June 30, 2023 and December 31, 2022, all the Group`s liabilities measured at fair value through profit and loss are categorized as Level 3 and their fair value was determined using discounted cash flow valuation models, taking into account assumptions with respect to gold prices and discount rates as well as estimates with respect to production and operating results for the Segilola mine. DISCLOSURE OF OUTSTANDING SHARE DATA As at the date of this MD&A, there were 655,314,724 common shares issued and outstanding stock options to purchase a total of 14,790,000 common shares. Authorized Common Shares Common shares issued
Warrants There were no warrants that were outstanding at June 30, 2023, and as at the date of this report. During the Three and Six Months ended June 30, 2023 no warrants were issued. Stock Options The number of stock options that were outstanding and the remaining contractual lives of the options at June 30, 2023, were as follows. Options outstanding
The Company has previously granted employees, consultants, directors and officers share purchase options. These options were granted pursuant to the Company's stock option plan. No new options have been granted in Q2 2023. During the Three and Six Months ended June 30, 2023, 12,111,000 options were exercised at a price of C$0.145. Condensed Interim Consolidated Financial Statements For the Three Months Ended March 31, 2023, and 2022 (in United States Dollars)
These condensed interim consolidated financial statements were approved for issue by the Board of Directors on August 22, 2023, and are signed on its behalf by:
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
The accompanying notes are an integral part of these condensed interim consolidated financial statements. CORPORATE INFORMATION Thor Explorations Ltd. (the "Company"), together with its subsidiaries (collectively, "Thor" or the "Group") is a West African focused gold producer and explorer, dually listed on the TSX-Venture Exchange (THX.V) and AIM Market of the London Stock Exchange (THX.L). The Company was formed in 1968 and is organized under the Business Corporations Act (British Columbia) (BCBCA) with its registered office at 550 Burrard St, Suite 2900 Vancouver, BC, CA, V6C 0A3. The Company evolved into its current form in August 2011 following a reverse takeover and completed the transformational acquisition of its flagship Segilola Gold Project in Nigeria in August 2016.
a) Statement of compliance These condensed interim consolidated financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, of International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, which have been prepared in accordance with IFRS. These interim financial statements were authorized for issue by the Board of Directors on August 22, 2023. b) Basis of measurement These interim financial statements are presented in United States dollars ("US$"). These interim financial statements have been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value at the end of each reporting period. The Group's accounting policies have been applied consistently to all periods in the preparation of these interim financial statements. In preparing the Group 's interim financial statements for the three and six months ended June 30, 2023, the Group applied the critical judgments and estimates as disclosed in note 3 of its annual financial statements for the year ended December 31, 2022. These interim financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company, which is defined as having the power over the entity, rights to variable returns from its involvement with the entity, and the ability to use its power to affect the amount of returns. All intercompany transactions and balances are eliminated on consolidation. The Company's subsidiaries at June 30, 2023 are consistent with the subsidiaries as at December 31, 2022 as disclosed in note 3 to the annual financial statements. None of the new standards or amendments to standards and interpretations applicable during the period has had a material impact on the financial position or performance of the Group. The Group has not early adopted any standard, interpretation or amendment that was issued but is not yet effective. 2. BASIS OF PREPARATION (continued) c) Nature of operations and going concern The Board of Directors have performed an assessment of whether the Company and Group would be able to continue as a going concern until at least August 2024. In their assessment, the Group has taken into account its financial position, expected future trading performance, its debt and other available credit facilities, future debt servicing requirements, its working capital and capital expenditure commitments and forecasts. At June 30, 2023, the Group had a cash position of $11.1million and a net debt position of $16.8 million, calculated as total debt adjusted for unamortized deferred financing charges less cash and cash equivalents and short-term investments. Cash flows from operating activities for the three and six months ended June 30, 2023 were inflows of $25.3 million and $44.5 million respectively. The Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for at least the next twelve months and that, as at the date of this report, there are no material uncertainties regarding going concern The Board of Directors is satisfied that the going concern basis of accounting is an appropriate assumption to adopt in the preparation of the interim financial statements as at, and for the period ended June 30, 2023.
3a. REVENUE
The Group's revenue is generated in Nigeria. All sales are made to the Group's only customer. 3b. COST OF SALES
* The total foreign exchange gain for the current period was $17,471,925, which comprises of realized foreign exchange gains of $11,878,343 and unrealized foreign exchange gains of $5,593,582. During the period, SROL purchased its local currency on a spot basis. The foreign exchange gains and losses from these trades are generated from the differences between the local currency values achieved on the trades versus the currency translation rate at the time of the trade. 3c. AMORTIZATION AND DEPRECIATION
3d. OTHER ADMINISTRATION EXPENSES
There were no write downs to reduce the carrying value of inventories to net realizable value during the periods ended June 30, 2023 and 2022.
The value of receivables recorded on the balance sheet is approximate to their recoverable value and there are no expected material credit losses.
Included in Advance deposits to vendors, are payment deposits towards key equipment, materials and spare parts, with longer lead times to delivery, which are of critical importance to maintain efficient operations of the mine and process plant. These were made to mitigate against price volatility and inflation currently affecting the sector.
The Group accounts for leases in accordance with IFRS 16. The definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019. The Group has elected not to recognize right-of-use assets and lease liabilities for leases which have low value, or short-term leases with a duration of 12 months or less. The payments associated with such leases are charged directly to the income statement on a straight-line basis over the lease term. There were no such leases for the periods ended June 30, 2023 and 2022. Leases relate principally to corporate offices and the mining fleet at the Segilola mine. Corporate offices are depreciated over 5 years and mining fleet over the life of mine of Segilola. The key impacts on the Statement of Comprehensive Income and the Statement of Financial Position for the period ended June 30, 2023, were as follows:
7. LEASES (continued) The key impacts on the Statement of Comprehensive Loss and the Statement of Financial Position for the year ended December 31, 2022, were as follows:
Gold stream liability
On April 29, 2020, the Group announced the closing of project financing for its flagship Segilola Gold Project ("Segilola") in Osun State, Nigeria. The financing included a $21 million gold stream upfront deposit ("the Prepayment") over future gold production at Segilola under the terms of a Gold Purchase and Sale Agreement ("GSA") entered into between the Group's wholly owned subsidiary SROL and the AFC. The Prepayment is secured over the shares in SROL as well as over SROL's assets and is not subject to interest. The initial term of the GSA is for ten years with an automatic extension of a further ten years. The AFC will receive 10.27% of gold production from the Segilola ML41 mining license until the $21 million Prepayment has been repaid in full. Thereafter, the AFC will continue to receive 10.27% of gold production from material mined within the ML41 mining license until a further $26.25 million is received, representing a total money multiple of 2.25 times the value of the Prepayment, at which point the GSA will terminate. The AFC are not entitled to receive an allocation of gold production from material mined from any of the Group's other gold tenements under the terms of the GSA. 8. GOLD STREAM LIABILITY (continued) The $26.25 million represented interest on the Prepayment. A calculation of the implied interest rate was made as at drawdown date with interest being apportioned over the expected life of the Stream Facility. The principal input variables used in calculating the implied interest rate and repayment profile were the production profile and gold price. The future gold price estimates were based on market forecast reports for the years 2021 to 2025 and, the production profile was based on the latest life of mine plan model. The liability was to be re-estimated on a periodic basis to include changes to the production profile, any extension to the life of mine plan and movement in the gold price. Upon commencement of production, any change to the implied interest rate will be expensed through the Condensed Interim Consolidated Statement of Income (Loss). In December 2021, the Group entered into a cash settlement agreement with the AFC where the gold sold to the AFC is settled in a net-cash sum payable to the AFC instead of delivery of bullion in repayment of the gold stream arrangement. The following table represents the Group's loans and borrowings measured and recognised at fair value.
The liabilities included in the above table are carried at fair value through profit and loss.
Loans from the Africa Finance Corporation
9. LOANS AND BORROWINGS (continued) On December 1, 2020, the Group announced that its subsidiary Segilola Resources Operating Limited ("SROL") had completed the financial closing of a $54 million project finance senior debt facility ("the Facility") from the Africa Finance Corporation ("AFC") for the construction of the Segilola Gold Project in Nigeria. The Facility could be drawn down at the Group's request in minimum disbursements of $5 million. As at December 31, 2022, SROL has received total disbursements of $52.6 million (2021: $52.6 million), with $nil drawn down in 2022 (2021: $31.2 million) and the remaining $1.35m undrawn facility cancelled by the Group during the period under review (2021: $nil). Total disbursements received represent 97% of the Facility. The Facility is secured over the share capital of SROL and its assets, with repayments commencing in March 2022 and to conclude in March 2025. Repayment of the aggregate Facility will be made in instalments over a 36-month period by repaying an amount on a series of repayment dates, as set out in the Facility Agreement, which reduces the amount of the outstanding aggregate Facility by the amount equal to the relevant percentage of Loans borrowed as at the close of business in London on the date of Financial Close. Interest accrues at SOFR plus 9% and is payable on a quarterly basis in arrears. In conjunction with the granting of the Facility, Thor issued 33,329,480 bonus shares to the AFC. Thor also incurred transaction costs of $4,663,652 in relation to the loan facility. The fair value of the liability at inception was determined at $45,822,943 taking into account the transaction costs and equity component and recognized at amortized cost using an effective rate of interest, with the fair value of the shares issued in April 2020 of $5,666,011 recognized within equity. On 31 January 2023, the Group entered into an agreement with the AFC amending the terms of its senior debt facility. The amended facility removes the project finance cash sweep requirement and allows for free distributions from SROL (subject to a 20% distribution sweep to the senior debt facility), as well as releasing the Group from restrictions regarding acquisitions, distribution of dividends and certain indebtedness covenants. The payment timetable was also re-scheduled to reallocate a higher percentage of the repayments to a later period in the Facility's term. Deferred payment facility on EPC contract for the construction of the Segilola Gold Mine The Group has constructed its Segilola Gold Mine through an engineering, procurement, and construction contract ("EPC Contract"). The EPC Contract has been agreed on a lump sum turnkey basis which provides Thor with a fixed price of $67.5 million for the full delivery of design, engineering, procurement, construction, and commissioning of the proposed 715,000 ton per annum gold ore processing plant. The EPC Contract includes a deferred element ("the Deferred Payment Facility") of 10% of the fixed price. As at June 30, 2023, a total of $2,762,303 (December 31, 2022: $3,682,715) was deferred under the facility. The 10% deferred element is repayable in instalments over a 36-month period by repaying an amount on a series of repayment dates, as set out in the Deferred Payment Facility. Repayments commenced in March 2022 and will conclude in 2025. Interest on this element of the EPC deferred facility accrues at 8% per annum from the time the Facility taking-over Certificate was issued.
The restoration costs provision is for the site restoration at Segilola Gold Project in Osun State Nigeria. The value of the above provision is measured by unwinding the discount on expected future cash flows using a discount factor that reflects the credit-adjusted risk-free rate of interest. It is expected that the restoration costs will be paid in US dollars, and as such US forecast inflation rates of 2.9% and the interest rate of 4% on 5-year US bonds were used to calculate the expected future cash flows, which are in line with the life of mine. The provision represents the net present value of the best estimate of the expenditure required to settle the obligation to rehabilitate environmental disturbances caused by mining operations at mine closure. The fleet demobilization costs provision is the value of the cost to demobilize the mining fleet upon closure of the mine.
12. PROPERTY, PLANT AND EQUIPMENT (continued) A summary of depreciation capitalized is as follows:
a) Segilola Project, Osun Nigeria: Classification of Expenditure on the Segilola Gold Project On January 1, 2022, the Group achieved Commercial Production at the Segilola Gold Project in Nigeria ("the Project") Upon achieving Commercial Production, the Assets under Construction was reclassified within Property, Plant and Equipment, and transferred to Mining Asset, Processing Plant and Decommissioning Asset. Decommissioning Asset The decommissioning asset relates to estimated restoration costs at the Group's Segilola Gold Mine as at June 30, 2023. Refer to Note 11 for further detail. EPC payments During the six month period ended June 30, 2023, the Group paid $10,196,105 (December 31, 2022: $4,321,856) to the EPC contractor in relation to the construction of the Segilola Mine and processing plant.
The Group's exploration and evaluation assets costs are as follows:
13. INTANGIBLE ASSETS (continued) a) Douta Gold Project, Senegal: The Douta Gold Project consists of an early-stage gold exploration license located in southeastern Senegal, approximately 700km east of the capital city Dakar. The Group is party to an option agreement (the "Option Agreement") with International Mining Company ("IMC"), by which the Group has acquired a 70% interest in the Douta Gold Project located in southeast Senegal held through African Star SARL. Pursuant to the terms of the Option Agreement, IMC's 30% interest will be a "free carry" interest until such time as the Group announces probable reserves on the Douta Gold Project (the "Free Carry Period"). Following the Free Carry Period, IMC must either elect to sell its 30% interest to African Star at a purchase price determined by an independent valuer commissioned by African Star or fund its 30% share of the exploration and operating expenses. b) Central Houndé Project, Burkina Faso:
The Group carried out an impairment assessment of the Central Houndé Project at December 31, 2020, and a decision was taken to fully impair the value of the Central Houndé Project. It is the Group's intention to focus on Segilola development and Douta exploration in the short term, and it does not plan to undertake significant work on the license areas in the near future. c) Lithium exploration Licenses, Nigeria During 2023, the Group has acquired over 600km2 of granted tenure in south-west Nigeria that covers both known lithium bearing pegmatite deposits and a large unexplored prospective pegmatite-rich belt. d) Gold exploration Licenses, Nigeria As at June 30, 2023, the Group's gold exploration tenure currently comprises 16 wholly owned exploration licenses and nine joint venture partnership exploration licenses. Together with the mining lease over the Segilola Gold Deposit, Thor's total gold exploration tenure amounts to 1,542 km˛.
Accounts payable and accrued liabilities are classified as financial liabilities and approximate their fair values. Also included in trade payables is a total of $35,478 (December 31, 2022: $2,215,585) that relates to third party royalties that will become payable upon future gold sales. All these royalties' creditors are included in current liabilities. The following table represents the Group's trade payables measured and recognized at fair value.
a) Authorized Unlimited common shares without par value. b) Issued
i Value of 1,500,000 options exercised at a price of CAD$0.145 per share on June 5, 2023, and 9,118,539 options exercised at a price of CAD$0.145 per share on June 14, 2023. 15. CAPITAL AND RESERVES (continued) c) Share-based compensation Stock option plan The Group has granted directors, officers and consultants share purchase options. These options were granted pursuant to the Group's stock option plan. Under the current Share Option Plan, 44,900,000 common shares of the Group are reserved for issuance upon exercise of options.
All of the stock options were vested as at the balance sheet date. These options did not contain any market conditions and the fair value of the options were charged to the statement of comprehensive loss or capitalized as to assets under construction in the period where granted to personnel's whose cost is capitalized on the same basis. The assumptions inherent in the use of these models are as follows:
In Canadian Dollars The Group has elected to measure volatility by calculating the average volatility of a collection of three peer companies' historical share prices for the exercising period of each parcel of options. Management believes that given the transformational change that the Group has undergone since the acquisition of the Segilola Gold Project in August 2016, the Group's historical share price is not reflective of the current stage of development of the Group, and that adopting the volatility of peer companies who have advanced from exploration to development is a more accurate measure of share price volatility for the purpose of options valuation. The following is a summary of changes in options from January 1, 2023, to June 30, 2023, and the outstanding and exercisable options at June 30, 2023: 15. CAPITAL AND RESERVES (continued) c) Share-based compensation (continued)
In Canadian Dollars The following is a summary of changes in options from January 1, 2022, to December 31, 2022, and the outstanding and exercisable options at December 31, 2022:
In Canadian Dollars d) Nature and purpose of equity and reserves The reserves recorded in equity on the Group's statement of financial position include 'Reserves,' 'Currency translation reserve,' 'Retained earnings' and 'Deficit.' 'Option reserve' is used to recognize the value of stock option grants prior to exercise or forfeiture. 'Currency translation reserve' is used to recognize the exchange differences arising on translation of the assets and liabilities of foreign branches and subsidiaries with functional currencies other than US dollars. 'Deficit' is used to record the Group's accumulated deficit. 'Retained earnings' is used to record the Group's accumulated earnings.
Diluted earnings per share was calculated based on the following:
A number of key management personnel, or their related parties, hold or held positions in other entities that result in them having control or significant influence over the financial or operating policies of the entities outlined below. a) Trading transactions The Africa Finance Corporation ("AFC") is deemed to be a related party given the size of its shareholding in the Company. There have been no other transactions with the AFC other than the Gold Stream liability as disclosed in Note 8, and the secured loan as disclosed in Note 9. b) Compensation of key management personnel The remuneration of directors and other members of key management during the three and six months ended June 30, 2023, and 2022 were as follows:
(i) Key management personnel were not paid post-employment benefits, termination benefits, or other long-term benefits during the three and six months ended June 30, 2023, and 2022. (ii) The Group paid consulting and director fees to both individuals and private companies controlled by directors and officers of the Group for services. Accounts payable and accrued liabilities at June 30, 2023, include $56,938 (December 31, 2022 - $102,092) due to directors or private companies controlled by an officer and director of the Group. Amounts due to or from related parties are unsecured, non-interest bearing and due on demand. (iii) Executive bonuses were paid in the three months period ended in June 30, 2023. 18. FINANCIAL INSTRUMENTS The Group's financial instruments are classified as follows:
The fair value of these financial instruments approximates their carrying value. As noted above, the Group has certain financial liabilities that are held at fair value. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques to measure fair value: Classification of financial assets and liabilities As at June 30, 2023 and December 31, 2022, all the Group`s liabilities measured at fair value through profit and loss are categorized as Level 3 and their fair value was determined using discounted cash flow valuation models, taking into account assumptions with respect to gold prices and discount rates as well as estimates with respect to production and operating results for the Segilola mine. 19. CAPITAL MANAGEMENT The Group manages, as capital, the components of shareholders' equity. The Group's objectives, when managing capital, are to safeguard its ability to continue as a going concern in order to develop and its mineral interests through the use of capital received via the issue of common shares and via debt instruments where the Board determines that the risk is acceptable and, in the shareholders' best interest to do so. The Group manages its capital structure, and makes adjustments to it, in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Group may attempt to issue common shares, borrow, acquire or dispose of assets or adjust the amount of cash. 20. CONTRACTUAL COMMITMENTS AND CONTINGENT LIABILITIES Contractual Commitments Contingent liabilities Although the Group believes that it has valid defenses in these matters, the outcome of these proceedings is uncertain, and there can be no assurance that the Group will prevail in these matters. The Group will continue to assess the likelihood of any loss, the range of potential outcomes, and whether or not a provision is necessary in the future, as new information becomes available. Based on the information available, the Group does not believe that the outcome of these legal proceedings will have a material adverse effect on the financial position or results of operations of the Group. However, there can be no assurance that future developments will not materially affect the Group's financial position or results of operations. 21. SEGMENTED DISCLOSURES Segment Information The Group's operations comprise three reportable segments, the Segilola Mine Project, Exploration Projects, and Corporate.
Non-current assets by geographical location:
21. SEGMENTED DISCLOSURES (continued)
Non-current assets by geographical location:
22. PRIOR PERIOD RESTATEMENT Following the conclusion of the audited consolidated financial statements for the year ended December 31, 2022, the Group identified the restatements below for the three and six month period ended June 30, 2022: 1 - Capitalization of $348,211 and $3,331,529 for the three and six months periods ended June 30, 2022, respectively, of stripping costs within "Property, Plant and equipment" as these related to improved access to ore as determined by "IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine". Recognition of depreciation expenses of $188,666 in relation to the stripping costs for the three months period ended June 30, 2022; 2 - Capitalization of $455,467 and $762,614 for the three and six months periods ended June 30, 2022, respectively, of near mine exploration costs within "Intangible assets" as these meet the definition of an asset in accordance with "IFRS 6 - Exploration for and Evaluation of Mineral Resources"; 3 - Reclassification of $6,547,736 and $12,250,105 for the three and six months periods ended June 30, 2022, respectively, of amortization and depreciation of operational assets to "Cost of sales"; 4 - Reclassification of $3,640,484 and $5,824,295 for the three and six months periods ended June 30, 2022, respectively, of foreign exchange gains to "Production costs" as the foreign exchange resulted from the purchase of raw materials, spare parts and other operational inputs required to support and maintain the Segilola mine operations; and 5 - Reclassification of $464 and $3,467,617 for the three and six months periods ended June 30, 2022, respectively, of restricted cash cashflows from "Net cash flows from operating activities" to "Net cash flows used in investing activities". 6 - Reclassification of $2,997,495 and $4,804,185 for the three and six months periods ended June 30, 2022, respectively, of repayment of gold stream liabilities cashflows from "Net cash flows from operating activities" to "Net cash flows used in investing activities". Therefore, in accordance with "IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors", the Condensed interim consolidated statements of financial position, Condensed interim consolidated statements of comprehensive income and Condensed interim consolidated statements of cash flows for the three-month period ended June 30, 2022 have been restated. The impact of the restatements on these statements is demonstrated below: Condensed interim consolidated statements of financial position
Condensed interim consolidated statements of comprehensive income
Condensed interim consolidated statements of cash flows
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