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Thor Explorations Announces Financial and Operating Results for the Three and Six Months Ending June 30, 2023

24.08.2023 | 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

  • Gold production for the Period totaled 23,078 ounces ("oz") (H1 2023: 43,707 oz)
  • All main operating units of the process plant continue to perform better than expected, with the plant operating above nameplate capacity
    • Several improvement projects at the process plant are being undertaken through the remainder of 2023
  • Three Loss Time Injuries ("LTIs") occurred in H1 2023, which triggered an increase in training and workplace inspections to improve working conditions

Exploration

  • The Company has prioritized exploration within a 25-kilometre ("km") radius of Segilola with the key objective being to extend the life of mine
  • Four main advanced exploration targets that have been defined are the Kola Prospect, Igila, Aye-Ile Western Prospects and Ijarigbe
  • The Kola Prospect is located 23km south of Segilola and is a new high-grade greenfield exploration discovery:
    • Reverse Circulation drilling ("RC") was carried out at a low-level stream sediment zone and showed initial positive results, which included 7 metres ("m") grading at 25.98 g/t gold in the near-surface weathered horizon and 4 m at 30.17 g/t gold in the primary horizon
    • Exploration testing of the general area is continuing and drilling activities will continue through the remainder of the year
  • The Igila Prospect is located 15km west of Segilola
    • Exploration activities are ongoing and focused on delineating additional strike length and identifying additional lodes
  • The Aye-Ile Prospect is located 1.2km south-east from Igila
    • Drill testing has focused on the anomalous auger geochemistry located a north-east dipping vein-system that is developed on the same structural orientation as Igila
  • In Senegal, exploration activities at the Douta Project ("Douta") have progressed throughout Q2 2023

Thor Lithium - Newstar Minerals Limited

  • Thor, through its fully owned subsidiary Newstar Minerals Ltd, acquired a significant tenure in south-west Nigeria that covers both known lithium bearing, pegmatite deposits and a large, unexplored, prospective, pegmatite-rich belt
  • 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
  • Post Period, the Company announced its initial results with the below key highlights:
    • 11m at 2.61% lithium oxide ("Li2O") from 15m
    • 9m at 2.42% Li2O from 35m
    • 11m at 1.53% Li2O from 14m, including 9m at 1.70% Li2O from 15m
    • Spodumene is confirmed as the main lithium-bearing mineral, with minor lepidolite and shallow mineralisation

Financial Highlights of the Period and H1 2023

  • Q2 2023 revenue of US$41.3 million (Q2 2022: US$41.3 million) and H1 2023 of US$81.7 million (H1 2022: US$66.2 million)
  • Q2 2023 operating cost of US$942 per oz sold (Q2 2022: US$983 per oz) and an all-in sustaining cost ("AISC") of US$1,230 per oz sold (Q2 2022: US$1,236 per oz)
  • Q2 2023 EBITDA of US$19 million (Q2 2022: US$17.7 million) and H1 2023 of US$35.1 million (H1 2022: US$31,1 million)
  • Q2 2023 net profit of US$7.9 million (Q2 2022: US$6.7 million) and H1 2023 of US$12.2 million (H1 2022: US$10.2 million)
  • As of June 2023, the Company had cash of US$11.1 million (Q1 2023: US$4.5 million)
  • Q2 2023 net debt of US$16.8 million (Q1 2023: US$24.9 million)

Environment, Social and Governance

  • The Segilola HSE team commissioned a team of standby emergency responders in Q2 2023, with 28 personnel specifically trained to respond to emergency related, medical and operational situations at the SROL site
  • The Company progressed its livelihood restoration programs for the local communities
  • Vegetable farms were completed in Q1 2023 and produced their first crops and improved tomato species in Q2 2023, with commercial off-takers purchasing the produce
  • Fish farms in the local community neared completion in Q2 2023 with farming to commence in Q3 2023
  • Improved cocoa species seedlings were issued to the local community in Q2 2023 and training provided to the farmers to improve yields and commercial returns
  • In Senegal, community projects undertaken included upgrading a local school's facilities block, clearing land at a local cemetery and providing a generator for the local police station

Outlook

  • Segilola production for the full year expected to be 85,000 oz with AISC expectations maintained at US$1,150 - US$1,350 per oz
    • Q3 2023 production is expected to be below original expectations at the beginning of the financial year. However, Q4 gold production forecast remains in-line with original expectations, with potential upside as mining conditions continue to improve with the west wall push back nearing completion
  • Continue to advance exploration programs across the portfolio, including:
    • Continuation of step-out drilling at Douta gold project in Senegal
    • Continuation of drilling at Segilola gold regional targets
    • Continuation of drilling at L06 lithium prospect in Nigeria
  • Completion of the Douta preliminary feasibility study ("PFS") in Q4 2023

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.
Segun Lawson
President & CEO

For further information please contact:

Thor Explorations Ltd.
Email: info@thorexpl.com

Canaccord Genuity (Nominated Adviser & Broker)
Henry Fitzgerald-O'Connor / James Asensio

Tel: +44 (0) 20 7523 8000

Hannam & Partners (Broker)
Andrew Chubb / Matt Hasson / Jay Ashfield / Franck Nganou

Tel: +44 (0) 20 7907 8500

Fig House Communications (Investor Relations)
Tel: +1 416 822 6483
Email: investor.relations@thorexpl.com

Ibu Lawson (Investor Relations)
Tel: +447909825446
Email: ibu.lawson@thorexpl.com

BlytheRay (Financial PR)
Tim Blythe / Megan Ray / Said Izagaren
Tel: +44 207 138 3203

Qualified Person
The technical information included in this report has been prepared under the supervision of Alfred Gillman (Fellow, AusIMM, CP Geology), who is designated as a "qualified person" under National Instrument 43-101 and AIM and has reviewed and approves the content of this news release. He has also reviewed QA/QC, sampling, analytical and test data underlying the information.

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



Three Months period
ended


Six Months period
ended



June 30,
2023


March 31,
2023


June 30,
2022


June 30,
2023


June 30,
2022

Operating














Gold sold Au
20,852

21,553

22,173

42,405

35,636
Gold recovered Au
23,078

20,629

26,331

43,707

45,128
Average realised gold price $/oz
1,990

1,902

1,842

1,945

1,852
Cash operating cost $/oz
942

899

983

920

873
AISC $/oz
1,230

1,346

1,236

1,289

1,189
EBITDA $/oz
913

745

802

828

873












Financial










Revenue $
41,364,169

40,287,830

41,354,747

81,651,999

66,220,229
Net Profit $
7,912,187

4,331,347

6,778,954

12,243,534

10,210,578
EBITDA $
19,044,002

16,065,334

17,772,616

35,109,336

31,127,944



June 30,
2023


March 31,
2023

December 31,
2022
Cash and cash equivalents $
11,149,491

4,505,071

6,688,037
Deferred Income $
865,173

-

6,581,743
Net Debt $
16,807,972

24,940,762

31,650,722

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


Units Q2 - 2023 Q1 - 2023 Q4 - 2022 Q3 - 2022 Q2 - 2022 Q1 - 2022








Mining






Total Mined Tonnes 5,633,688 4,194,689 4,296,494 4,018,431 4,031,584 3,759,524
Waste Mined Tonnes 5,355,105 3,996,264 3,974,073 3,793,249 3,747,504 3,533,610
Ore Mined Tonnes 278,583 198,425 322,421 225,182 284,079 226,314
Grade g/t Au 2.43 2.85 3.51 4.43 3.63 2.68
Daily Total Mining Rate Tonnes/Day 61,909 46,608 46,701 43,679 44,303 41,772
Daily Ore Mining Rate Tonnes/Day 3,061 2,205 3,505 2,448 3,122 2,515








Stockpile






Ore Stockpiled Tonnes 297,060 270,215 300,531 229,909 249,281 179,758
Ore Stockpiled g/t Au 1.06 1.14 1.48 1.19 1.46 1.23
Ore Stockpiled oz 10,124 9,904 14,300 8,796 11,701 7,109








Processing






Ore Processed Tonnes 255,231 231,001 254,824 241,434 211,582 221,900
Grade g/t Au 2.99 2.95 3.38 3.58 3.66 3.18
Recovery % 94.0 94.1 95.0 95.5 95.5 94.1
Gold Recovered oz 23,078 20,629 26,331 26,523 23,785 21,343
Milling Throughput Tonnes/Day 2,805 2,567 2,770 2,624 2,325 2,466









Units Q2 - 2023 Q1 - 2023 Q4 - 2022 Q3 - 2022 Q2 - 2022 Q1 - 2022

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:

  • Kola Prospect
  • Igila (Western Prospects)
  • Aye-Ile (Western Prospects)
  • Ijarigbe

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)


x y Depth Dip Azimuth From
(m)
To
(m)
Interval
(m)
Grade
(g/tAu)
True Width
(m)
SGRC168 699897 807875 56 -60 90 1.0 2.0 1.0 0.96 1.0
SGRC188 699925 807871 90 -60 90 14.0 18.0 4.0 30.17 3.0
SGRC189 699954 807866 120 -60 90 56.0 64.0 8.0 3.01 6.0
SGRC190 699896 807877 60 -60 90 2.0 9.0 7.0 25.98 6.0




-60 90 58.0 59.0 1.0 0.78 0.8
SGRC191 699924 807872 55 -60 90 1.0 6.0 5.0 5.64 4.0
SGRC194 699961 807893 105 -60 90 49.0 57.0 8.0 30.19 7.0
SGRC195 699980 807886 110 -60 270 76.0 78.0 2.0 0.77 1.4
SGRC201 699926 807879 29 -90 0 31.0 32.0 1.0 0.63 1.0






38.0 41.0 3.0 0.55 3.0
SGRC202 699920 807870 30 -90 0 0.0 7.0 7.0 0.86 7.0






12.0 13.0 1.0 0.57 1.0
SGRC203 699913 807870 26 -90 0 0.0 13.0 13.0 11.57 13.0






14.0 17.0 3.0 0.71 3.0






21.0 24.0 3.0 0.97 3.0
SGRC204 699938 807889 70 -60 270 5.0 11.0 6.0 0.73 6.0






16.0 17.0 1.0 0.38 1.0



Kola Prospect Cross Section

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/7003/178306_03cede7e3491c95b_002full.jpg

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:

    • - 11m at 2.61% Li2O from 15m
    • - 9m at 2.42% Li2O from 35m
    • - 11m at 1.53% Li2O from 14m, including 9m at 1.70% Li2O from 15m
  • Spodumene confirmed as main lithium-bearing mineral together with minor lepidolite
  • Mineralization is shallow



Thor Explorations Nigeria Licence Location Map

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/7003/178306_03cede7e3491c95b_003full.jpg

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




Three Months period ended

Six Months period ended

Units
June 30,
2023


March 31,
2023


June 30,
20221


June 30,
2023


June 30,
20221
Revenues $
41,364,169

40,287,830

41,354,747

81,651,999

66,220,229
By product revenue $
(68,587 )
(43,773 )
(30,549 )
(112,360 )
(46,069 )
Gold revenue $
41,295,582

40,244,057

41,324,198

81,539,639

66,174,160












Gain/(Loss) on forward sale of commodity contracts $
200,534

750,482

(471,403 )
951,016

(176,480 )
Adjusted gold revenue $
41,496,116

40,994,539

40,852,795

82,490,655

65,997,680












Gold ounces sold Oz Au
20,852

21,553

22,173

42,405

35,636
Average realized price per ounce sold $
1,990

1,902

1,842

1,945

1,852

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




Three Months period ended

Six Months period ended

Units
June 30,
2023


March 31,
2023


June 30,
20221


June 30,
2023


June 30,
20221
Production costs $
17,795,685

18,306,502

20,273,742

36,102,187

28,493,272
Transportation and refining $
810,080

342,291

604,991

1,152,371

1,107,213
Royalties $
1,102,308

768,282

946,252

1,870,590

1,497,017
By product revenue $
(68,587 )
(43,773 )
(30,549 )
(112,360 )
(46,069 )
Cash Operating costs $
19,639,486

19,373,302

21,794,437

39,012,788

31,097,502











Gold ounces sold Oz Au
20,852

21,553

22,173

42,405

35,636
Cash operating cost per ounce sold $/oz
942

899

983

920

873

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



Three Months period ended

Six Months period ended

Units
June 30,
2023


March 31,
2023


June 30,
20221


June 30,
2023


June 30,
20221

Cash operating costs2 $
19,639,486

19,373,302

21,794,437

39,012,788

31,097,502
Adjusted other administration expenses $
1,093,344

3,775,777

3,895,264

4,869,121

5,353,995
Sustaining capital3 $
4,914,550

5,864,894

1,713,692

10,779,444

5,910,688
Total all-in sustaining cost $
25,647,380

29,013,973

27,403,393

54,661,353

42,362,185











Gold ounces sold oz Au
20,852

21,553

22,173

42,405

35,636
All-in sustaining cost per ounce sold $/oz
1,230

1,346

1,236

1,289

1,189

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.
2 Refer to Cash operating costs.
3 Refer to Sustaining and Non-Sustaining Capital

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



June 30,
2023


March 31,
2023

December 31, 2022
Project Loan
24,187,306

24,257,746

24,459,939
EPC Payments
-

1,463,353

10,196,105
Deferred EPC Facility
3,770,157

3,724,734

3,682,715
Less: Cash and cash equivalents1
(11,149,491 )
(4,505,071 )
(6,688,037 )
Net Debt
16,807,972

24,940,762

31,650,722

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)



Three Months period ended

Six Months period ended

Unit
June 30,
2023


March 31,
2023


June 30,
20221


June 30,
2023


June 30,
20221
Net profit for the period $
7,912,187

4,331,347

6,778,954

12,243,534

10,210,578












Amortisation and depreciation - owned assets $
6,679,708

7,165,523

5,977,675

13,845,231

10,982,292
Amortisation and depreciation - right of use assets $
1,195,213

1,194,587

1,075,735

2,389,800

2,233,990
Impairment of Exploration & Evaluation assets $
3,365

3,096

4,520

6,461

7,221
Interest expense $
3,253,529

3,370,781

3,935,732

6,624,310

7,693,863
EBITDA $
19,044,002

16,065,334

17,772,616

35,109,336

31,127,944












Ounces sold Oz Au
20,852

21,553

22,173

42,405

35,636
EBITDA per ounce sold $
913

745

802

828

873

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

Gold Production oz 85,000
All-in Sustaining Cost US$/oz Au sold $1,150 - $1,350
Capital Expenditure1 US$ 10,000,000
Exploration Expenditure:

Nigeria2 US$ 4,200,000
Senegal US$ 3,000,000

1 This excludes production stripping costs capitalizations.
2 This relates to all Nigeria exploration, including lithium and purchase of licenses.

The critical factors that influence whether Segilola can achieve these targets include:

  • Segilola's ability to maintain an adequate supply of consumables (in particular ammonium nitrate, flux and cyanide) and equipment
  • Fluctuations in the price of key consumables, in particular ammonium nitrate, and diesel
  • Segilola's workforce remaining healthy
  • Continuing to receive full and on-time payment for gold sales
  • Continuing to be able to make local and international payments in the ordinary course of business

Continue to advance the Douta project towards preliminary feasibility study ("PFS")

Continue to advance exploration programmes across the portfolio:

  • Segilola near mine exploration
  • Segilola underground project
  • Segilola regional exploration programme
  • Douta extension programme
  • Douta infill programme
  • Assess regional potential targets in Nigeria
  • Acquiring new concessions and joint venture options on potential targets

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

$
2023 Q2
Jun-31


2023 Q1
Mar-31


2022 Q4
Dec-31


2022 Q3
Sep-30


2022 Q2
Jun-30


2022 Q1
Mar-31


2021 Q4
Dec-31

2021 Q3
Sep-30
Revenues
41,364,169

40,287,830

43,251,204

55,703,098

41,354,747

24,865,482

6,049,485

-
Net profit for period
7,912,187

4,331,347

14,908,460

4,126,066

6,778,954

3,490,938

3,116,416

463,844
Basic profit/(loss) per share (cents)
1.20

0.67

2.21

0.65

1.1

0.55

0.47

0.07

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:

  • revenue during the period of $81,651,999 (2022: $66,220,229)

These were offset partially by:

  • Amortization and depreciation of $16,235,031 (2022: $13,216,282);
  • Interest of $6,466,499 (2022: $4,171,263); and
  • Production costs of $36,102,187 (2022: $28,493,272)

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


Unit
June 30,
2023


March 31,
2023


December 31,
2022
Current Assets









Cash $
11,149,491

4,505,071

6,688,037
Inventory $
20,060,960

25,080,808

19,901,262
Amounts receivable, prepaid expenses, advances and deposits $
8,612,279

8,461,572

10,697,365
Total Current Assets for Working Capital $
39,822,730

38,047,451

37,286,664








Current Liabilities






Accounts Payable and accrued liabilities $
59,595,451

60,555,348

56,337,289
Deferred income $
865,173

-

6,581,743
Lease Liabilities $
4,819,439

4,815,512

4,811,991
Gold Stream Liability $
9,319,784

9,979,413

10,187,630
Loan and other borrowings $
20,235,386

11,790,796

888,141

$
94,835,233

87,141,069

78,806,794
less: Current Liabilities contingent upon future gold sales $
(9,355,262 )
(10,785,214 )
(12,403,215 )
Working capital deficit $
(45,657,241 )
(38,308,404 )
(29,116,915 )

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




June 30,
2023


March 31,
2023


December 31,
2022
Plant spares and consumables

7,072,420

9,146,279

4,751,922
Gold ore in stockpile

9,185,796

12,479,805

11,869,168
Gold in CIL

3,802,744

3,454,724

1,160,237
Gold Dore

-

-

2,119,935

$
20,060,960

25,080,808

19,901,262

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:

June 30, 2023 Measured at amortized cost Measured at fair value through profit and loss Total
Assets





Cash and cash equivalents $
11,149,491

-

11,149,491
Amounts receivable

251,812

-

251,812
Total assets $
11,401,303

-

11,401,303








Liabilities






Accounts payable and accrued liabilities $
59,559,973

35,478

59,595,451
Loans and borrowings

27,957,463

-

27,957,463
Gold stream liability

-

21,840,525

21,840,525
Lease liabilities

13,501,928

-

13,501,928
Total liabilities $
101,019,364

21,876,003

122,895,367









December 31, 2022 Measured at amortized cost Measured at fair value through profit and loss Total
Assets





Cash and cash equivalents $
6,688,037

-

6,688,037
Amounts receivable

220,442

-

220,442
Total assets $
6,908,479

-

6,908,479








Liabilities






Accounts payable and accrued liabilities $
54,121,704

2,215,585

56,337,289
Loans and borrowings

28,142,654

-

28,142,654
Gold stream liability

-

25,039,765

25,039,765
Lease liabilities

15,409,285

-

15,409,285
Total liabilities $
97,673,643

27,255,350

124,928,993

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
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

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


June 30, 2023 December 31, 2022
Common shares issued 655,314,724 644,696,185

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

Exercise Price Number
Outstanding
Weighted Average Remaining
Contractual Life
Expiry Date
C$0.140 750,000 0.27 October 5, 2023
C$0.200 14,040,000 1.55 January 16, 2025
Total 14,790,000

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)

Thor Explorations Ltd.
CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
In United States dollars (unaudited)

June 30,
December 31,

June 30,
Note
2023

2022

2022

$

$

$





(restated)
ASSETS





Current assets





Cash
11,149,491

6,688,037

5,055,930
Inventories 4
20,060,960

19,901,262

24,046,025
Amounts receivable 5
251,812

220,442

705,799
Prepaid expenses, advances and deposits 6
8,360,467

10,476,923

1,961,307
Total current assets
39,822,730

37,286,664

31,769,061
Non-current assets





Deferred income tax assets
89,120

87,797

79,771
Prepaid expenses, advances and deposits 6
239,527

282,825

287,338
Right-of-use assets 7
14,486,174

16,849,402

19,361,972
Property, plant and equipment 12
151,576,537

149,513,917

144,588,789
Intangible assets 13
23,123,115

19,231,208

16,260,028
Total non-current assets
189,514,473

185,965,149

180,577,898
TOTAL ASSETS
229,337,203

223,251,813

212,346,959
LIABILITIES





Current liabilities





Accounts payable and accrued liabilities 14
59,595,451

56,337,289

39,128,410
Deferred income
865,173

6,581,743

10,147,435
Lease liabilities 7
4,819,439

4,811,991

4,007,843
Gold stream liability 8
9,319,784

10,187,630

11,753,417
Loans and borrowings 9
20,235,386

888,141

15,779,820
Total current liabilities
94,835,233

78,806,794

80,816,925
Non-current liabilities





Accounts payable and accrued liabilities 14
449,798

-

354,459
Lease liabilities 7
8,682,489

10,597,294

13,135,582
Gold stream liability 8
12,520,741

14,852,135

17,323,911
Loans and borrowings 9
7,722,077

27,254,513

26,207,109
Provisions 11
4,983,909

4,959,638

5,358,322
Total non-current liabilities
34,359,014

57,663,580

62,379,383
SHAREHOLDERS' EQUITY





Common shares 15
81,450,778

80,439,693

79,949,297
Option reserve 15
2,046,737

3,351,133

3,455,454
Currency translation reserve 15
(2,406,013 )
(2,512,911 )
(4,464,940 )
Retained earnings/(deficit) 15
19,051,454

5,503,524

(9,789,160 )
Total shareholders' equity
100,142,956

86,781,439

69,150,651
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
229,337,203

223,251,813

212,346,959

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:

(Signed) "Adrian Coates" (Signed) "Olusegun Lawson"
Director Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Thor Explorations Ltd.
CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
In United States dollars (unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2023
2022
2023
2022
Note $
$
$
$
Continuing operations
(restated)

(restated)
Revenue 3 41,364,169
41,354,747
81,651,999
66,220,229
Cost of sales 3 (27,508,667 ) (28,372,721)
(54,978,651 ) (43,536,273)
Profit/(loss) on forward sale of commodity contracts (200,534 ) 471,403
(951,016 ) 176,480
Gross profit from operations 13,654,968
13,453,429
25,722,332
22,860,436
Amortization and depreciation - owned assets 3 (38,224 ) (490,766 ) (310,375 ) (762,603 )
Amortization and depreciation - right of use assets 3 (36,103 ) (14,908 ) (71,153 ) (14,908 )
Other administration expenses 3 (2,411,560 ) (2,228,549 ) (6,466,499 ) (4,171,263 )
Impairment of exploration & evaluation assets 13 (3,365 ) (4,520 ) (6,461 ) (7,221 )
Profit from operations 11,165,716
10,714,686
18,867,844
17,904,441
Interest expense (3,253,529 ) (3,935,732 ) (6,624,310 ) (7,693,863 )
Net profit before income taxes 7,912,187
6,778,954
12,243,534
10,210,578
Income Tax -
-
-
-



Net profit for the period 7,912,187
6,778,954
12,243,534
10,210,578
Attributable to: 7,912,187

12,243,534

Equity shareholders of the Company 6,778,954
10,210,578
Net profit for the period 7,912,187
6,778,954
12,243,534
10,210,578
Other comprehensive profit



Foreign currency translation profit (loss) attributed to (127,959 )
106,898
(1,575,430 )
equity shareholders of the company (775,718 )



Total comprehensive income profit for the period 7,784,228
6,003,236
12,350,432
8,635,148
Net earnings per share



Basic 16 $ 0.012
$ 0.011
$ 0.019
$ 0.016
Diluted 16 $ 0.012
$ 0.011
$ 0.019
$ 0.016

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Thor Explorations Ltd.
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
In United States dollars (unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,

Note 2023

2022
2023

2022
Cash flows from/(used in):

(restated)


(restated)






Operating $ 7,912,187


$ 12,243,544


Net profit
6,778,954

10,210,578
Adjustments for:





Impairment of unproven mineral interest 13 3,365

4,519
6,461

7,221
Amortization and depreciation 3 7,874,921

7,053,410
16,235,031

13,216,282
Loss on forward sale commodity contracts 200,534

(471,403 ) 951,016

(176,480 )
Unrealized foreign exchange (gains)/losses 3 (1,792,588 )
516,668
(5,593,582 )
1,381,742
Interest expense 3,253,529

3,935,732
6,624,310

7,693,863
17,451,948

17,817,880
30,466,780

32,333,206
Changes in non-cash working capital accounts 5,019,848


(159,698 )

Inventories
(7,485,612 )
(6,038,731 )
Amounts receivable (11,803 )
(517,146 ) (31,370 )
(475,996 )
Prepaid expenses, advances and deposits (215,209 )
(1,202,637 ) 2,046,651

(1,542,906 )
Accounts payable and accrued liabilities 2,222,649

7,422,248
17,941,171

1,065,330
Deferred income 865,173

3,910,703
(5,716,570 )
10,144,050
Net cash flows from operating activities 25,332,606

19,945,436
44,546,964

35,484,953
Investing -


-


Restricted cash
464

3,467,617
Purchase of intangible assets 13 (70,647 )
-
(77,380 )
(169 )
Assets under construction expenditures 12 (128,843 )
-
(128,843 )
-
Property, Plant & Equipment 12 (11,593,379 )
(1,595,675 ) (26,047,312 )
(11,140,202 )
Exploration & Evaluation assets expenditures 13 (2,602,795 )
(964,747 ) (3,657,597 )
(1,860,202 )
Net cash flows used in investing activities (14,395,664 )
(2,559,958 ) (29,911,132 )
(9,532,956 )
Financing 1,011,085


1,011,085


Share subscriptions received 15
2,952

922,114
(Repayment of) / Proceeds from loans and borrowings 10 (3,551,040 )
(15,843,496 ) (7,084,812 )
(17,880,632 )
Arrangement fees paid -

-
(126,874 )
-
Interest paid 10 (1,040,349 )
(1,329,281 ) (2,100,303 )
(2,543,868 )
Payment of lease liabilities 7 (1,256,991 )
(1,365,480 ) (2,512,720 )
(2,579,159 )
Net cash flows (used in)/from financing activities (4,837,295 )
(18,535,305 ) (10,813,624 )
(22,081,545 )
Effect of exchange rates on cash 544,773

(70,618 ) 639,246

(90,792 )





Net change in cash $ 6,644,420

(1,220,445 ) $ 4,461,454

3,779,660
Cash, beginning of the period $ 4,505,071

6,276,375
$ 6,688,037

1,276,270
Cash, end of the period $ 11,149,491

5,055,930
$ 11,149,491

5,055,930

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Thor Explorations Ltd.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
In United States dollars (unaudited)
Note Common shares
Option
reserve

Currency
translation
reserve

(Deficit)/
Retained
earnings

Total
shareholders'
equity
Balance on December 31, 2021 $ 79,027,183
$ 4,513,900
$ (2,889,510 ) $ (21,058,184 ) $ 59,593,389
Net profit for the period -
-
-
10,210,578
10,210,578
Other comprehensive loss -
-
(1,575,430 ) -
(1,575,430 )
Total comprehensive profit for the period -
-
(1,575,430 ) 10,210,578
8,635,148
Options exercised 19 922,114
(1,058,446 ) -
1,058,446
922,114
Balance on June 30, 2022 (restated) $ 79,949,297
$ 3,455,454
$ (4,464,940 ) $ (9,789,160 ) $ 69,150,651
Balance on December 31, 2022 $ 80,439,693
$ 3,351,133
$ (2,512,911 ) $ 5,503,524
$ 86,781,439
Net profit for the period -
-
-
12,243,534
12,243,534
Other comprehensive income -
-
106,898
-
106,898
Total comprehensive profit for the period -
-
106,898
12,243,534
12,350,432
Options exercised 19 1,011,085
(1,304,396 ) -
1,304,396
1,011,085
Balance on June 30, 2023 $ 81,450,778
$ 2,046,737
$ (2,406,013 ) $ 19,051,454
$ 100,142,956

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.

  1. BASIS OF PREPARATION

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.

  1. PROFIT FROM OPERATIONS

3a. REVENUE


Three months ended
June 30,

Six months ended
June 30,



2023

2022

2023

2022
Gold revenue
41,295,582

41,324,199

81,539,639

66,174,161
Silver revenue
68,587

30,549

112,360

46,069

$ 41,364,169
$ 41,354,747
$ 81,651,999
$ 66,220,229

The Group's revenue is generated in Nigeria. All sales are made to the Group's only customer.

3b. COST OF SALES


Three months ended
June 30,

Six months ended
June 30,



2023

2022

2023

2022
Mining
21,836,232

17,883,204

41,873,619

24,814,116
Processing
4,312,647

2,584,044

8,421,432

4,054,501
Support services and others
1,873,999

3,446,978

3,279,061

5,448,950
Foreign exchange (gains)/losses on production costs*
(10,227,193 )
(3,640,484 )
(17,471,925 )
(5,824,295 )
Production costs $ 17,795,685
$ 20,273,742
$ 36,102,187
$ 28,493,272
Transportation and refining
810,080

604,991

1,152,371

1,107,213
Royalties
1,102,308

946,252

1,870,590

1,497,017
Amortization and depreciation - operational assets - owned assets
6,641,484

5,486,909

13,534,856

10,219,689
Amortization and depreciation - operational assets - right of use assets
1,159,110

1,060,827

2,318,647

2,219,082
Cost of sales
27,508,667

28,372,721

54,978,651

43,536,273

* 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


Three months ended
June 30,

Six months ended
June 30,



2023

2022

2023
2022
Amortization and depreciation - operational assets - owned assets
6,641,484

5,486,909

13,534,856

10,219,689
Amortization and depreciation - operational assets - right of use assets
1,159,110

1,060,827

2,318,647

2,219,082
Amortization and depreciation - owned assets
38,224

490,766

310,375

762,603
Amortization and depreciation - right-of-use assets
36,103

14,908

71,153

14,908

$ 7,874,921
$ 7,053,410
$ 16,235,031
$ 13,216,282

3d. OTHER ADMINISTRATION EXPENSES


Three months ended
June 30,

Six months ended
June 30,


2023

2022

2023

2022
Employee compensation
1,414,556

320,802

2,107,855

739,349
Professional services
614,104

777,007

1,268,310

1,148,534
Other corporate expenses
382,900

1,130,740

3,090,334

2,283,380

$ 2,411,560
$ 2,228,549
$ 6,466,499
$ 4,171,263
  1. INVENTORIES


June 30,
2023


December 31,
2022
Plant spares and consumables $ 7,072,420
$ 4,751,922
Gold ore in stockpile
9,185,796

11,869,168
Gold in CIL 3,802,744
1,614,267
Gold Dore
-

2,119,935

$ 20,060,960
$ 19,901,262

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.

  1. AMOUNTS RECEIVABLE


June 30,
2023


December 31,
2022
Accounts receivable $ 38,715
$ 67,084
GST
3,481

993
Other receivables
209,616

152,365

$ 251,812
$ 220,442

The value of receivables recorded on the balance sheet is approximate to their recoverable value and there are no expected material credit losses.

  1. PREPAID EXPENSES, ADVANCES AND DEPOSITS


June 30,
2023


December 31,
2022
Current:





Gold Stream liability arrangement fees
33,186

33,186
Advance deposits to vendors
5,596,067

9,625,204
Other prepayments
2,731,214

818,533

$ 8,360,467

10,476,923
Non-current:



Gold Stream liability arrangement fees
24,889

74,667
Other prepayments
214,638

208,158

$ 239,527

282,825

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.

  1. LEASES

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:



Right of use
asset


Lease
liability


Income
statement
Carrying value December 31, 2022 $ 16,849,402
$ (15,409,285 ) $







New leases entered in to during the period
-

-

-
Depreciation
(2,389,800 )
-

(2,389,800 )
Interest
-

(560,217 )
(560,217 )
Lease payments
-

2,512,720

-
Foreign exchange movement
26,572

(45,146 )
(45,146 )







Carrying value at June 30, 2023 $ 14,486,174
$ (13,501,928 ) $ (2,995,163 )







Current liability


(4,819,439 )

Non-current liability


(8,682,489 )

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:



Right of use
asset


Lease
liability


Income
statement

Carrying value December 31, 2021 $ 20,843,612
$ (18,274,374 ) $ -







New leases entered in to during the period
660,064

(660,064 )
-
Depreciation
(4,724,100 )
-

(4,724,100 )
Interest
-

(1,052,329 )
(1,052,329 )
Lease payments
-

4,882,786

-
Foreign exchange movement
69,826

(305,304 )
(305,304 )







Carrying value at December 31, 2022 $ 16,849,402
$ (15,409,285 ) $ (6,081,733 )







Current liability


(4,811,991 )

Non-current liability


(10,597,294 )
  1. GOLD STREAM LIABILITY

Gold stream liability



June 30,
2023


December 31,
2022
Balance at Beginning of period $ 25,039,765
$ 30,262,279
Repayments
(5,898,728 )
(11,534,441 )
Interest at the effective interest rate
2,699,488

6,311,927
Balance at end of period $ 21,840,525
$ 25,039,765
Current liability
9,319,784

10,187,630
Non-current liability
12,520,741

14,852,135

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.



Level 1

Level 2

Level 3

Total













Financial liability at fair value through profit or loss $ -

-

21,840,525

21,840,525

The liabilities included in the above table are carried at fair value through profit and loss.

  1. LOANS AND BORROWINGS


June 30,
2023


December 31,
2022
Current liabilities:





Loans payable to the Africa Finance Corporation less than 1 year $ 17,673,363
$ 356,155
Deferred element of EPC contract
2,562,023

531,986

$ 20,235,386

888,141
Non-current liabilities:



Loans payable to the Africa Finance Corporation more than 1 year $ 6,513,943
$ 24,103,784
Deferred element of EPC contract
1,208,134

3,150,729

$ 7,722,077
$ 27,254,513

Loans from the Africa Finance Corporation

June 30,
2023
December 31,
2022

Balance at Beginning of period $ 24,459,939
$ 46,859,966
Drawdown
-

-
Principal repayments
(1,053,077 )
(24,220,764 )
Interest paid
(1,955,325 )
(4,645,014 )
Arrangement fees
(126,874 )
-
Unwinding of interest in the period
2,862,643

6,465,751
Balance at end of period $ 24,187,306
$ 24,459,939
Current liability
17,673,363

356,155
Non-current liability
6,513,943

24,103,784

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.



June 30,
2023

December 31, 2022
Balance at beginning of period $ 3,682,715
$ 6,210,090
Offset against EPC payment
-

440,263
Principal repayments
(133,007 )
(3,440,449 )
Interest paid
(144,978 )
-
Unwinding of interest in the period
365,427

472,811
Balance at end of period $ 3,770,157
$ 3,682,715
Current liability
2,562,023

531,986
Non-current liability
1,208,134

3,150,729
  1. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
June 30, 2023
Gold
Stream
liability


AFC
loan


EPC
deferred
facility


Total
January 1, 2023 $ 25,039,765

24,459,939

3,682,715

53,182,419
Cash flows:







(Repayment of) / Proceeds from loans and borrowings
(5,898,728 )
(1,053,077 )
(133,007 )
(7,084,812 )
Arrangement fees
-

(126,874 )
-

(126,874 )
Interest paid
-

(1,955,325 )
(144,978 )
(2,100,303 )
Non-cash changes:







Unwinding of interest in the year
2,699,488

2,862,643

365,427

5,927,558
June 30, 2023 $ 21,840,525

24,187,306

3,770,157

49,797,988
December 31, 2022
Gold
stream
liability


Short
term
advance


AFC
loan


EPC
deferred
facility


Total
January 1, 2022 $ 30,262,279

668,570

46,859,966

6,210,090

84,000,905
Cash flows:









(Repayment of) / Proceeds from loans and borrowings
(11,534,441 )
(668,570 )
(24,220,764 )
(3,440,449 )
(39,864,224 )
Interest paid
-

-

(4,645,014 )
-

(4,645,014 )
Non-cash changes:









Unwinding of interest in the year
6,311,927

-

6,465,751

472,811

13,250,489
Offset against EPC payment
-

-

-

440,263

440,263
December 31, 2022 $ 25,039,765

-

24,459,939

3,682,715

53,182,419
  1. PROVISIONS
June 30, 2023
Other

Fleet
demobilization
costs


Restoration
costs


Total
Balance at Beginning of period $ 18,157
$ 173,442
$ 4,768,039
$ 4,959,638
Initial recognition of provision
-

-

-

-
Changes in estimates




-

-
Unwinding of discount
-

-

23,432

23,432
Foreign exchange movements

839

-

-

839
Balance at end of the period $ 18,996
$ 173,442
$ 4,791,471
$ 4,983,909
Current liability
-

-

-

-
Non-current liability
18,996

173,442

4,791,471

4,983,909
  1. PROVISIONS (continued)
December 31, 2022
Other

Fleet
demobilization
costs


Restoration
costs


Total
Balance at Beginning of period $ -
$ 173,241
$ 5,064,935
$ 5,238,176
Initial recognition of provision
18,415

-

-

18,415
Changes in estimates
-

-

(404,859 )
(404,859 )
Unwinding of discount
-

201

107,963

108,164
Foreign exchange movements

(258 )
-

-

(258 )
Balance at end of the period $ 18,157
$ 173,442
$ 4,768,039
$ 4,959,638
Current liability
-

-

-

-
Non-current liability
18,157

173,442

4,768,039

4,959,638

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.

  1. PROPERTY, PLANT AND EQUIPMENT

Motor
vehicles


Plant and
machinery


Office
furniture


Land


Decommis-sioning
Asset


Processing
Plant

Segilola Mine
Assets under
construction


Total
Costs $ 2,059,982
$ 489,374
$ 1,175,069
$ 16,808
$ 5,064,935
$ -
$ -
$ 144,577,201
153,383,369
Balance, December 31, 2021
Transfers -
-
-
-
-
60,687,651
83,889,550
(144,577,201 ) -
Additions 148,862
5,649,341
668,936
-
-
7,459,467
8,946,765
1,884,352
24,757,723
Revisions to decommisioning assets -
-
-
-
(404,859 ) -
-
-
(404,859 )
Disposals -
-
-
-
-
-
-
-
-
Foreign exchange movement (40,004 ) (12,091 ) (9,118 ) -
-
-
-
-
(61,213 )
Balance, December 31, 2022 $ 2,168,840
$ 6,126,624
$ 1,834,887
$ 16,808
$ 4,660,076
$ 68,147,118
$ 92,836,315
$ 1,884,352
$ 177,675,020
Transfers -
-
-
-
-
-
-
-
-
Additions 247,804
234,034
550,468
-
-
5,413,164
9,405,737
128,843
15,980,050
Disposals -
-
-
-
-
-
-
-
-
Foreign exchange movement (96,390 ) 3,939
3,457
-
-
-
-
-
(88,994 )
Balance, June 30, 2023 $ 2,320,254
$ 6,364,597
$ 2,388,812
$ 16,808
$ 4,660,076
$ 73,560,282
$ 102,242,052
$ 2,013,195
$ 193,566,076
Accumulated depreciation and impairment








losses $ 754,516
$ 263,647
$ 251,289
$ -
$ -
$ -
$ -
$ -
1,269,452
Balance, December 31, 2021
Depreciation 457,259
354,275
306,542
-
952,322
10,247,764
14,603,113
-
26,921,275
Disposals -
-
-
-
-
-
-
-
-
Foreign exchange movement (14,966 ) (11,780 ) (2,878 ) -
-
-
-
-
(29,624 )
Balance, December 31, 2022 $ 1,196,809
$ 606,142
$ 554,953
$ -
$ 952,322
$ 10,247,764
$ 14,603,113
$ -
$ 28,161,103
Depreciation 210,813
(255,410 ) 169,325
-
434,463
5,473,406
7,840,210
-
13,872,807
Disposals -
-
-
-
-
-
-
-
-
Foreign exchange movement (52,286 ) 3,208
4,707
-
-
-
-
-
(44,371 )
Balance, June 30, 2023 $ 1,355,336
$ 353,940
$ 728,985
$ -
$ 1,386,785
$ 15,721,170
$ 22,443,323
$ -
$ 41,989,539
Carrying amounts







Balance, December 31, 2022 $ 972,031
$ 5,520,482
$ 1,279,934
$ 16,808
$ 3,707,754
$ 57,899,354
$ 78,233,202
$ 1,884,352
$ 149,513,917
Balance, June 30, 2023 $ 964,918
$ 6,010,657
$ 1,659,827
$ 16,808
$ 3,273,291
$ 57,839,112
$ 79,798,729
$ 2,013,195
$ 151,576,537

12. PROPERTY, PLANT AND EQUIPMENT (continued)

A summary of depreciation capitalized is as follows:



Three months ended
June 30,

Six months ended
June 30,

Total depreciation
capitalized


2022

2021

2022

2021

June 30,
2023

December 31,
2022



















Exploration expenditures
20,880

37,306

76,598

60,724

696,950

620,352
Total $ 20,880
$ 37,306
$ 76,598
$ 60,724
$ 696,950
$ 620,352

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.

  1. INTANGIBLE ASSETS

The Group's exploration and evaluation assets costs are as follows:


Douta Gold
Project,
Senegal

Central Hounde
Project, Burkina Faso
Lithium exploration
licenses, Nigeria


Gold exploration
licenses, Nigeria



Software


Total
Balance, December 31, 2021 $ 14,219,982
$ -
$ -
$ 895,301
$ 230,136
$ 15,345,419
Acquisition costs
-
-
-
24,103

-

24,103
Exploration costs
3,745,803
12,014
-
1,693,863

-

5,451,680
Additions
-
-
-
-

43,599

43,599
Amortisation
-
-
-
-

(122,988 )
(122,988 )
Impairment
-
(12,014 ) -
-

-

(12,014 )
Foreign exchange movement
(1,427,912 ) -
-
(70,679 )
-

(1,498,591 )
Balance, December 31, 2022 $ 16,537,873
$ -
$ -
$ 2,542,588
$ 150,747
$ 19,231,208
Acquisition costs
-
-
-
-

-

-
Exploration costs
2,301,937
6,461
611,679
792,971

-

3,713,048
Additions
-
-
-
-

77,380

77,380
Amortisation
-
-
-
-

(49,022 )
(49,022 )
Impairment
-
(6,461 ) -
-

-

(6,461 )
Foreign exchange movement
372,383
-
-
(215,421 )
-

156,962
Balance, June 30, 2023 $ 19,212,193
$ -
$ 611,679
$ 3,120,138
$ 179,105
$ 23,123,115

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:

  1. Bongui and Legue gold permits, Burkina Faso:

    AFC Constelor SARL holds a 100% interest in the Bongui and Legue gold permits covering an area of approximately 233 km2 located within the Houndé belt, 260 km southwest of the capital Ouagadougou, in western Burkina Faso.

  2. Ouere Permit, Central Houndé Project, Burkina Faso:

    Argento BF SARL holds a 100% interest in the Ouere gold permit, covering an area of approximately 241 km2 located within the Houndé belt.

    The three permits together cover a total area of 474km2 over the Houndé Belt which form the Central Houndé Project.

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 km².

  1. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


June 30,
2023

December 31,
2022
Trade payables $ 45,534,482
$ 46,914,333
Accrued liabilities
12,827,805

6,213,977
Other payables
1,682,962

3,208,979

$ 60,045,249
$ 56,337,289
Current liability
59,595,451

56,337,289
Non-current liability
449,798

-

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.



Level 1

Level 2

Level 3

Total













Trade payables
Third party royalties $ -

-

35,478

35,478
  1. CAPITAL AND RESERVES

a) Authorized

Unlimited common shares without par value.

b) Issued



June 30,
2023
Number


June 30,
2023

December 31,
2022
Number


December 31,
2022
As at start of the year
644,696,185
$ 80,439,693

632,358,009
$ 79,027,183
Issue of new shares:







- Share options exercised i
10,618,539

1,011,085

9,939,000

960,546
- RSU awards vested
-

-

2,399,176

451,964


655,314,724
$ 81,450,778

644,696,185
$ 80,439,693

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.

  • On January 16, 2020, 14,250,000 stock options were granted at an exercise price of C$0.20 per share for a period of five years. The options vested immediately.
  • On October 5, 2018, 750,000 stock options were granted at an exercise price of C$0.14 per share for a period of five years.
  • On March 12, 2018, 12,800,000 stock options were granted at an exercise price of C$0.145 per share for a period of five years. All these stock options have been exercised.

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:

Vesting period
(years)
First vesting
date
Expected remaining life (years) Risk
free
rate
Exercise price Volatility
of share
price
Fair
value
Options vested Options granted Expiry
5 March 12, 2018 - 2.00% $ 0.145 105.09% $0.14 12,111,000 12,111,000 June 15, 2023
5 October 5, 2018 0.27 2.43% $ 0.14 100.69% $0.14 750,000 750,000 October 5, 2023
5 January 16, 2020 1.55 1.49% $ 0.20 66.84% $0.07 14,250,000 14,250,000 January 16, 2025

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)



To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/7003/178306_thor15c1.jpg

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:



To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/7003/178306_thor15c2.jpg

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.

  1. EARNINGS PER SHARE

Diluted earnings per share was calculated based on the following:


Three months ended June 30,
Six months ended June 30,


2023

2022

2023

2022
Basic weighted average number of shares outstanding
646,583,925

637,605,227

645,161,655

636,603,895
Stock options
5,242,375

-

5,242,375

-
Diluted weighted average number of shares outstanding
651,826,300

637,605,227

650,404,030

636,603,895


655,314,724

641,897,009

655,314,724

641,897,009
Total common shares outstanding
670,104,724

669,198,009

670,104,724

669,198,009
Total potential diluted common shares
646,583,925

637,605,227

645,161,655

636,603,895
  1. RELATED PARTY DISCLOSURES

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:



Three months ended
June 30,

Six months ended
June 30,



2023

2022

2023

2022
Salaries and bonuses












Current directors and officers (i) (ii) (iii) $ 736,436
$ 163,566
$ 973,098
$ 331,995
Former directors and officers
$ -
$ 34,739
$ -
$ 71,557










Directors' fees








Current directors and officers (i) (ii) $ 113,022
$ 90,452
$ 222,178
$ 199,114











$ 849,458
$ 288,757
$ 1,195,276
$ 602,666

(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:

June 30, 2023 Measured at
amortized cost


Measured at fair value
through profit and loss


Total
Assets





Cash and cash equivalents $ 11,149,491

-

11,149,491
Amounts receivable
251,812

-

251,812
Total assets $ 11,401,303

-

11,401,303







Liabilities





Accounts payable and accrued liabilities $ 59,559,973

35,478

59,595,451
Loans and borrowings
27,957,463

-

27,957,463
Gold stream liability
-

21,840,525

21,840,525
Lease liabilities
13,501,928

-

13,501,928
Total liabilities $ 101,019,364

21,876,003

122,895,367
December 31, 2022 Measured at
amortized cost


Measured at fair value
through profit and loss


Total
Assets




Cash and cash equivalents $ 6,688,037

-

6,688,037
Amounts receivable
220,442

-

220,442
Total assets $ 6,908,479

-

6,908,479







Liabilities





Accounts payable and accrued liabilities $ 54,121,704

2,215,585

56,337,289
Loans and borrowings
28,142,654

-

28,142,654
Gold stream liability
-

25,039,765

25,039,765
Lease liabilities
15,409,285

-

15,409,285
Total liabilities $ 97,673,643

27,255,350

124,928,993

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
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

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
The Group has no contractual obligations that are not disclosed on the Condensed Interim Consolidated Statement of Financial Position.

Contingent liabilities
The Group is involved in various legal proceedings arising in the ordinary course of business. Management has assessed these contingencies and determined that, in accordance with International Financial Reporting Standards, all cases are considered remote. As a result, no provision has been made in the interim financial statements for any potential liabilities that may arise from these legal proceedings.

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.

Six months ended
June 30, 2023
Segilola Mine Project

Exploration Projects

Corporate

Total
Profit (loss) for the period $ 14,043,081
$ (302,124 ) $ (1,497,423 ) $ 12,243,534
- revenue
81,651,999

-

-

81,651,999
- production costs
(36,102,187 )
-

-

(36,102,187 )
- royalties
(1,870,590 )
-

-

(1,870,590 )
- amortization and depreciation
(16,039,323 )
(2,246 )
(193,462 )
(16,235,031 )
- other administration expenses
(4,869,121 )
(293,417 )
(1,303,962 )
(6,466,499 )
- impairments
-

(6,461 )
-

(6,461 )
- interest expense
(6,624,310 )
-

-

(6,624,310 )
June 30, 2023 Segilola Mine Project

Exploration Projects

Corporate

Total
Current assets $ 38,292,438
$ 106,500
$ 1,423,792
$ 39,822,730









Non-current assets







Deferred income tax assets
-

89,120

-

89,120
Prepaid expenses, advances and deposits
24,889

-

214,638

239,527
Right-of-use assets
13,913,706

-

572,468

14,486,174
Property, plant and equipment
150,918,862

518,646

139,029

151,576,537
Intangible assets
179,105

22,944,010

-

23,123,115
Total assets $ 203,329,000
$ 23,658,276
$ 2,349,927
$ 229,337,203
Non-current asset additions $ 15,980,050
$ 4,043,733
$ 15,625
$ 20,039,408
Liabilities $ (127,390,018 ) $ (20,261 ) $ (1,783,968 ) $ (129,194,247 )

Non-current assets by geographical location:

June 30, 2023
Senegal

British Virgin Islands

Nigeria

United Kingdom

Canada

Total
Prepaid expenses, advances and deposits
-

4,214

24,889

210,424

-

239,527
Right-of-use assets
-

-

13,913,707

572,467

-

14,486,174
Property, plant and equipment
443,449

-

150,994,059

134,831

4,198

151,576,537
Intangible assets
12,957,163

-

10,165,952

-

-

23,123,115
Total non-current assets $ 13,400,612
$ 4,214
$ 175,098,607
$ 917,722
$ 4,198
$ 189,425,353

21. SEGMENTED DISCLOSURES (continued)

Six months ended
June 30, 2022
Segilola Mine Project

Exploration Projects

Corporate

Total
Profit (loss) for the year $ 12,521,263
$ (111,126 ) $ (2,199,559 ) $ 10,210,578
- revenue
66,220,229

-

-

66,220,229
- production costs
(28,493,272 )
-

-

(28,493,272 )
- royalties
(1,497,017 )
-

-

(1,497,017 )
- amortization and depreciation
(13,196,331 )
(4,468 )
(15,483 )
(13,216,282 )
- other administration expenses
(1,887,750 )
(99,437 )
(2,184,076 )
(4,171,263 )
- impairments
-

(7,221 )
-

(7,221 )
- interest expense
(7,693,863 )
-

-

(7,693,863 )
December 31, 2022 Segilola Mine Project

Exploration Projects

Corporate

Total
Current assets $ 36,334,005
$ 120,752
$ 831,907
$ 37,286,664









Non-current assets







Deferred income tax assets
-

87,797

-

87,797
Prepaid expenses, advances and deposits
74,667

-

208,158

282,825
Right-of-use assets
16,232,353

-

617,049

16,849,402
Property, plant and equipment
149,050,728

339,785

123,404

149,513,917
Intangible assets
150,747

19,080,461

-

19,231,208
Total assets $ 201,842,500
$ 19,628,795
$ 1,780,518
$ 223,251,813
Non-current asset additions $ 10,527,299
$ 2,612,033
$ 1,337,066
$ 14,476,398
Liabilities $ (133,370,335 ) $ (1,381,629 ) $ (1,718,410 ) $ (136,470,374 )

Non-current assets by geographical location:

December 31, 2022
Senegal

British Virgin Islands

Nigeria

United Kingdom

Canada

Total
Prepaid expenses, advances and deposits
-

7,024

74,667

201,134

-

282,825
Right-of-use assets
-

-

16,232,354

617,048

-

16,849,402
Property, plant and equipment
176,645

-

149,230,320

101,491

5,461

149,513,917
Intangible assets
10,704,623

-

8,526,585

-

-

19,231,208
Total non-current assets
10,881,268

7,024

174,468,785

919,673

5,461

185,877,352

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

June 31,

Restatements

June 31,

2022

2022

$





$

(reported)



Ref

(restated)
ASSETS






Total current assets
31,769,061

-



31,769,061
Property, plant and equipment
141,445,926

3,142,863

1

144,588,789
Intangible assets
15,497,414

762,614

2

16,260,028
Other non-current assets
19,729,081





19,896,499
Total non-current assets
176,672,421

8,419,369



185,091,790
TOTAL ASSETS
208,441,482

3,905,477



212,346,959
LIABILITIES






Total current liabilities
80,816,925

-



80,816,925
Total non-current liabilities
62,379,383

-



62,379,383
SHAREHOLDERS' EQUITY







Retained deficit
(13,694,637 )
3,905,477

1 - 2

(9,789,160 )
Other equity
78,939,811





78,939,811
Total shareholders' equity
65,245,174

3,905,477



69,150,651
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
208,441,482

3,905,477



212,346,959

Condensed interim consolidated statements of comprehensive income

Three months
ended
June 30,
2022
Restatements Three months
ended
June 30,
2022
Six months
ended
June 30,
2022
Restatements Six months ended
June 30,
2022

$



$

$



$

(reported)


Ref
(restated)

(reported)


Ref
(restated)
Revenue
41,354,747

-

41,354,747

66,220,229

-

66,220,229
Production costs
(24,262,437 )
3,988,695
1 - 4
(20,273,742 )
(37,649,096 )
9,155,824
1 - 4
(28,493,272 )
Transportation and refining
(604,991 )
-

(604,991 )
(1,107,213 )
-

(1,107,213 )
Royalties
(946,252 )
-

(946,252 )
(1,497,017 )
-

(1,497,017 )
Amortization and depreciation of operational assets -











owned assets


(5,486,909 ) 3
(5,486,909 )


(10,219,689 ) 1 - 3
(10,219,689 )
Amortization and depreciation of operational assets -











right of use assets


(1,060,827 ) 3
(1,060,827 )


(2,219,082 ) 3
(2,219,082 )
Cost of sales
(25,813,680 )
(2,559,041 )
(28,372,721 )
(40,253,326 )
(3,282,947 )
(43,536,273 )



-





-


Loss on forward sale of commodity contracts
471,403

-

471,403

176,480

-

176,480

16,012,470

(2,559,041 ) -
13,453,429

26,143,383

(3,282,947 ) -
22,860,436
Amortization and depreciation - owned assets
(5,789,009 )
5,298,243
3
(490,766 )
(10,793,626 )
10,031,023
3
(762,603 )
Amortization and depreciation - right of use assets
(1,075,735 )
1,060,827
3
(14,908 )
(2,233,990 )
2,219,082
3
(14,908 )
Other administration expenses
(2,684,016 )
455,467
2
(2,228,549 )
(4,933,877 )
762,614
2
(4,171,263 )
Impairment of Exploration & Evaluation assets
(4,520 )
-

(4,520 )
(7,221 )
-

(7,221 )
Profit from operations
6,459,190

4,255,496

10,714,686

8,174,669

9,729,772

17,904,441
Interest expense
(3,935,732 )
-

(3,935,732 )
(7,693,863 )
-

(7,693,863 )
Foreign exchange gains
3,640,484

(3,640,484 ) 4
-

5,824,295

(5,824,295 ) 4
-
Net profit before taxes
6,163,942

615,012

6,778,954

6,305,101

3,905,477

10,210,578
Tax expense
-

-



-

-













Net profit for the year
6,163,942

615,012
-
6,778,954

6,305,101

3,905,477
-
10,210,578
Net profit (loss) per share









Basic
0.010

0.001

0.011

0.010

0.006

0.016
Diluted
0.010

0.001

0.011

0.010

0.006

0.016

Condensed interim consolidated statements of cash flows

Three months
ended June 30,
2022
$
Restatements Three months
ended June 30,
2022
$
Six months
ended June 30,
2022
$
Restatements Six months ended
June 30,
2022
$


(reported)


Ref
(restated)

(reported)


Ref
(restated)
Cash flows from/(used in):











Operating











Net profit
6,163,942

615,012
1 - 2
6,778,954

6,305,101

3,905,477
1 - 2
10,210,578
Amortisation and depreciation
6,864,744

188,666
1
7,053,410

13,027,616

188,666
1
13,216,282
Restricted cash
464

(464 ) 5
-

3,467,617

(3,467,617 ) 5
-
Repayment of goldstream liabilities
(2,997,495 )
2,997,495
6
-

(4,804,185 )
4,804,185
6
-
Other operating cash flows
6,113,072

-

6,113,072

12,058,093

-

12,058,093
Net cash flows from operating activities
16,144,727

3,800,709

19,945,436

30,054,242

5,430,711

35,484,953
Investing











Restricted cash
-

464
5
464

-

3,467,617
5
3,467,617
Property, Plant & Equipment
(1,247,464 )
(348,211 ) 1
(1,595,675 )
(7,808,673 )
(3,331,529 ) 1
(11,140,202 )
Exploration & Evaluation assets expenditures
(509,280 )
(455,467 ) 2
(964,747 )
(1,097,588 )
(762,614 ) 2
(1,860,202 )
Other investing cash flows
-

-

-

(169 )
-

(169 )
Net cash flows used in investing activities
(1,756,744 )
(803,214 )
(2,559,958 )
(8,906,430 )
(626,526 )
(9,532,956 )
Financing











(Repayment of) / Proceeds from loans and borrowings
(13,440,749 )
(2,997,495 ) 6
(16,438,244 )
(15,424,675 )
(4,804,185 ) 6
(20,228,860 )
Other investing cash flows
(2,097,061 )
-

(2,097,061 )
(1,852,685 )
-

(1,852,685 )
Net cash flows used in financing activities
(15,537,810 )
(2,997,495 )
(18,535,305 )
(17,277,360 )
(4,804,185 )
(22,081,545 )
Effect of exchange rates on cash
(70,618 )
-

(70,618 )
(90,792 )
-

(90,792 )











Net change in cash
(1,220,445 )
-

(1,220,445 )
3,779,660

-

3,779,660
Cash, beginning of the period
6,276,375

-

6,276,375

1,276,270

-

1,276,270
Cash, end of the period
5,055,930

-

5,055,930

5,055,930

-

5,055,930

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO U.S. WIRE SERVICES

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