NEWS RELEASE

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

This Announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

THOR EXPLORATIONS ANNOUNCES AUDITED FINANCIAL AND OPERATING RESULTS FOR THE FULL YEAR AND THREE MONTHS ENDING DECEMBER 31, 2023

Thor Explorations Ltd. (TSXV / 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 the three months ending December 31, 2023 ("Q4 2023") and the audited financial results for the year ending December 31, 2023 (the "Year" or "FY 2023").

The Company's Consolidated Audited Financial Statements together with the notes related thereto, as well as the Management's Discussion and Analysis for the year ending December 31, 2023, are available on Thor Explorations' website at https://thorexpl.com/investors/financials/.

All figures are in US dollars ("US$") unless otherwise stated.

FY 2023 Financial Highlights

·      73,356 ounces ("oz") of gold sold with an average realised price of US$1,907 per oz 

·      Cash operating cost of US$1,006 per oz sold and all-in sustaining cost ("AISC") of US$1,313 per oz sold 

·      FY 2023 revenue of US$141.2 million ("m") (FY 2022: US$165.2m)

·      FY 2023 EBITDA of US$55.3m (FY 2022:US$84.2m - restated)

·      FY 2023 net profit of US$10.8m (FY 2022: US$37.9m - restated)

·      Cash and cash equivalents of US$7.8m (FY 2022: US$6.7m)

·      Senior debt facility significantly reduced from US$54.0m to US$22.6m as at December 31, 2023

o  Payment of US$8.2 m towards the outstanding senior debt facility paid in the post period

·      Net debt of US$15.9m (FY 2022: US$31.6m)

FY 2023 Operational Highlights

Segilola Production

·      Gold production for the Year totaled 84,609 oz

o  Gold recovered during the Year includes approximately 11,210 oz of Gold In-Circuit ("GIC")

·      Successfully completed push back of the Segilola Western Wall

·      Successfully upgraded the process plant elution and electrowinning system

Segilola Near-Mine Exploration

·      Expansion of exploration tenure to a total area of 1,542 square kilometres ("km²"). This tenure comprises 16 granted permits that are 100% owned by Thor, together with nine granted permits held under options agreements with seven third parties

·      In addition to near-mine exploration, activities on the ground have focused on these main areas: Western Prospects - Igila, Aye-Ile and Central Prospects - Kajola

Western Prospects

·      The Western Prospects are located approximately 15 kilometres ("km") directly west from the Segilola Gold Mine and comprises several exploration permits that are held under exercised option agreements

·      Initial results from the soil geochemistry programme returned values of 6.50 grammes per tonne gold ("g/tAu") and 10g/tAu towards the southeast portion of this area. Rock chip sampling returned high grade values including 65.1g/tAu in the central part of the area and several samples in excess of 30g/tAu located towards the northwest

·      Based on these results, an initial drill testing programme comprising both diamond core and reverse circulation ("RC") drilling was completed in 2023

Southern Prospects

·      The Southern prospects cover an area that is located to the south of the Segilola Gold Mine. Regional stream sediment sampling located an area of interest at what is now referred to as the Kajola target located approximately 20km from the Segilola Mine

·      Drill testing of this greenfield target intersected several zones of interest including 11 metres grading 22g/tAu

·      Ongoing exploration is focused on generating additional targets in the general area

Douta

·      During the Year an updated mineral resource estimate ("MRE") was announced. The 2023 MRE encompasses the Makosa, Makosa Tail and Sambara zones, which are collectively named the Douta Resource

o  An initial Indicated Mineral Resource of 20.2 million tonnes ("Mt") grading 1.3 g/t Au for 874,900 oz Au; and

o  Inferred Mineral Resource of 24.1 Mt grading 1.2 g/t Au for 909,400 oz Au

·      The Douta Resource is supported by a total of 64,567 metres of drilling

·      Workstreams designed to advance the project to the prefeasibility stage ("PFS") have commenced and are expected to be completed by H2 2024. This included a diamond drilling programme that was designed to obtain sufficient core samples for comprehensive metallurgical test work and mineralogical studies

Lithium Exploration

·      Thor, through its wholly owned subsidiary Newstar Minerals Limited ("Newstar"), secured over 600km² of granted tenure in Nigeria that form Oyo State, Kwara State and Ekiti State Lithium Project Areas

·      The Oyo State Lithium Project comprises approximately 38km² of exploration tenure that is located towards the westernmost border of Nigeria and within 200km of the commercial capital of Lagos

·      In the Oyo Prospect, a programme of RC drilling targeted an identified pegmatite trend that is developed within northerly trending mafic sequence that is surrounded by granitoid-gneiss terrain.

·      In the Ekiti Prospect, nine RC holes were completed

·      Significant intersections previously reported include 11 metres grading 1.53% lithium oxide ("Li2O"), 9 meters grading 2.42% Li2O and 11 metres grading 2.61% Li2O

·      Following the drilling campaigns, follow up soil sampling and mapping continued to generate anomalous targets which have been identified for drilling in Q2 2024

Environment, Social and Governance

·      Completed significant community and Livelihood Restoration projects in the three host communities around the Segilola Gold Mine, including school refurbishment, a 33kV transformer installation, and the launch of commercial fish and vegetable farms, directly benefiting over 11,000 residents

·      Enhanced local workforce capacity and diversity, achieving a 98% Nigerian staffing level, a 50% increase in local hires, and promoting gender diversity by integrating women into traditionally male roles

·      Environmental standards compliance was maintained across air, dust, noise, and water quality, with biodiversity improvements noted in annual surveys

·      Successfully renewed two Community Development Agreements, facilitating 26 impactful community projects, including educational scholarships and youth training programmes

·      Conducted a Biodiversity Survey for the Douta Exploration License area, identifying environmental sensitivities, and continued quarterly water quality monitoring to manage elevated chromium and cadmium levels

·      Supported local community and economic development through initiatives such as a vegetable garden and academic excellence awards at local schools

·      Baseline data collection is underway for the Douta Gold Project's economic assessment

Post FY 2023 Highlights

·      Segilola gold production of 19,589 oz during Q1 2024

·      Successfully upgraded and commissioned three additional CIL tanks in the process plant with drawdown of excess gold in circuit successfully commenced in March 2024

·      Additional near Segilola mine drilling targets delineated with drilling having commenced in April 2024

·      The Company acquired additional licences in Senegal, which included the contiguous Douta-West licence and commenced exploration activities. Initial results have delineated anomalies which will be drilled in Q2 2024 as part of the Company's Douta exploration plan

·      Exploration on the Company's lithium licences in Nigeria continued during Q1 2024 and was successful in generating a number of drill targets. The Company will commence a 4,000 metre drilling programme in May 2024

·      Payment of US$8.2m towards outstanding senior debt facility, leaving a balance of US$15.2m to be paid in 2024

·      Cash balance (unaudited) as at 31 March 2024 of US$3.1m

Outlook

·      Production guidance set at 95,000-100,000 oz for 2024 with an AISC guidance of US$1,100 to US$1,200 per oz

·      Advance exploration programmes across the portfolio, including near mine and underground projects at Segilola, the regional Segilola exploration programme, extension and infill programmes at Douta and the assessment of potential regional targets in Nigeria

·      Continue to advance the Douta Gold Project towards PFS for publication in H2 2024

Segun Lawson, President & CEO, stated:

"The end of 2023 marks two calendar years of commercial gold production at our flagship asset, the Segilola Gold Mine. Thinking back to the original mine plan in the Definitive Feasibility Study, we knew as a management team that the second year of production was going to be an operationally challenging year, requiring the pushback of the western wall of the pit and mining of waste material in order to access the orebody efficiently in the subsequent years.

"Despite the operational challenges, we are pleased to have produced approximately 85,000 ounces of gold in 2023 versus the original mine plan projection of 72,000 ounces. This was achieved whilst carrying out certain plant upgrades which would also optimize gold production for the remainder of the Segilola mine life. In addition to this, we were able to deliver our operations in a safe and responsible manner, with an improved safety performance in 2023. We continue to prioritize safety and best practice standards and aim to continuously improve.

"Personally, I am pleased we managed to achieve our operational objectives. We refreshed the leadership at the mine site with the appointment of a new General Manager in October 2023 and executed necessary upgrades to the process plant whilst ending the year having achieved an all-in sustaining cost for the Segilola Gold Mine of $1,313 per ounce.

"The Company is now strongly positioned for repayment of its long-term debt during 2024, and growth, primarily coming from strong cash flow at Segilola, and also through exploration and the development of the Douta Gold Project in Senegal.

"We are also continuing to prioritize our Environmental, Social and Governance standards, particularly as we are in a country where we must set an example as pioneers in the industry.

"Furthermore, in 2023, we began to capitalise on our first mover advantage in Nigeria through the acquisition of over 600 square kilometres of lithium-bearing ground. We believe our first mover advantage allows us to quickly and professionally assess value accretive opportunities for our shareholders. Having successfully carried out early-stage exploration on our lithium portfolio, we are able to provide our shareholders with significant value optionality that can be funded by the Company's existing cash flow and human resources in Nigeria.

"In 2024, the Company's strategy will be focused on growth. The first priority is to extend the Segilola Mine life where there is currently an underground resource of over 100,000 ounces that has not been incorporated into the existing mine plan. At the current prevailing high gold prices, we aim to assess our options in re-optimising the Segilola Pit to produce gold from this resource prior to transitioning into an underground mine. We also aim to carry out further exploration at depth aimed at increasing the existing underground resource which has not been closed out.

"In Senegal, the Douta Gold Project continues to provide blue sky exploration upside potential. The Douta Gold Project is undergoing a PFS and subsequent to the year, we acquired additional contiguous ground with potential to scale the Douta Gold Project.

"Our strategy in Senegal in 2024 is to focus on increasing the oxide component of the existing Douta resource in parallel with the PFS workstreams. We will be carrying out drilling programmes across various geochemical targets on both the Douta and Douta-West licences. The aim is to increase the oxide resource, where high recoveries are metallurgically straightforward, to a target of 500,000 ounces.

"We ended 2023 with our Segilola gold mine well positioned to produce approximately 100,000 ounces per year for the next three years. The Company will also be deleveraged in 2024 and will continue to strengthen its balance sheet in the historically high gold price environment.

"Looking further ahead, our ambition to continue to grow through mine life extension at Segilola and exploration across our entire portfolio remains unchanged, and we will also be well-positioned for future opportunities that may accelerate our growth into a more mature gold producer.

"I am proud of what we achieved in 2023, which is all the result of the hard work and commitment of our people. I am equally excited about the opportunities we have in front of us as we continue to build a uniquely positioned African-focused gold producer."

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 / Harry Rees

Tel: +44 (0) 20 7523 8000

Hannam & Partners (Broker)

Andrew Chubb / Matt Hasson / Jay Ashfield / Franck Nganou

Tel: +44 (0) 20 7907 8500

BlytheRay (Financial PR)                                      

Tim Blythe / Megan Ray / Said Izagaren

Tel: +44 207 138 3203

Yellow Jersey PR (Financial PR)                                      

Charles Goodwin / Shivantha Thambirajah / Zara McKinlay

Tel:  +44 (0) 20 3004 9512

Management Discussion & Analysis for Q4 2023 and Full Year 2023

CHAIRMAN'S STATEMENT

Dear fellow shareholders, I am pleased to report that 2023 was a year in which Thor Explorations successfully navigated through a technically challenging year and delivered its target gold production of approximately 85,000 ounces. I would like to thank all our employees, Leadership team and Board for their continued hard work and dedication in the year, and our investors for their continued support.

In Nigeria, where we are a pioneer in the mining sector, we have also recognised that we need to take a long-term view of building a local mining skill-base, and as a result, we have invested in youth, undergraduate and graduate programmes as well as post-secondary school apprenticeship schemes in our host communities and regions. We remain committed to labour excellence through managing employee job satisfaction in the local community. 

We have also continued to enjoy a healthy and cooperative relationship with our host communities. In 2023, we completed our first two livelihood restoration programmes which had 135 direct beneficiaries. In total, 4,479 community members have benefited from our Community Development Agreement programs and an impressive 11,122 people have directly benefited from our Corporate Social Responsibility programmes.

Following the regrettable loss of life of an individual as a result of our operations in  2022, we are reassured that the measures put in place to guarantee the safety of all our employees and stakeholders we interact with during our operations, continue strictly prioritised and effected. This resulted in a fatality free year with our employment practices being recognised and rewarded with the Labour Award at the 2024 Mining Indaba, selected by the Mining Indaba Sustainability Committee.

Operationally, we continue to be strategically driven. The addition of our early-stage lithium licences to our portfolio demonstrates our ability to move quickly and with flexibility in-country to capitalise on value accretive opportunities in Nigeria.

Looking ahead, 2024 promises to be a year of delivery. With upgrades to the Segilola processing plant complete and completion of the pushback of the west wall of the Segilola pit, we are confident that the Company is well positioned to grow through gold production and value creation through exploration success in Nigeria.

We are confident of our strategy in Nigeria and West Africa in 2024 and thank you for your support for Thor Explorations in 2023. Please be assured that the Board and Leadership Team are resolutely focused on delivering our strategy and creating value for our shareholders and all of our stakeholders.

Adrian Coates

Chairman

CEO'S STATEMENT

The end of 2023 marks two calendar years of commercial gold production at our flagship asset, the Segilola Gold Mine. Thinking back to the original mine plan in the Definitive Feasibility Study, we knew as a management team that the second year of production was going to be an operationally challenging year, requiring the pushback of the western wall of the pit and mining of waste material in order to access the orebody efficiently in the subsequent years.

Despite the operational challenges, we are pleased to have produced approximately 85,000 ounces of gold in 2023 versus the original mine plan projection of 72,000 ounces. This was achieved whilst carrying out certain plant upgrades which would also optimise gold production for the remainder of the Segilola mine life. In addition to this, we were able to deliver our operations in a safe and responsible manner, with an improved safety performance in 2023. We continue to prioritise safety and best practise standards and aim to continuously improve.

Personally, I am pleased we managed to achieve our operational objectives. We refreshed the leadership at the mine site with the appointment of a new General Manager in October 2023 and executed necessary upgrades to the process plant whilst ending the year having achieved an all-in sustaining cost ("AISC") for the Segilola Gold Mine of $1,313 per ounce.

The Company is now strongly positioned for repayment of the Company's long term debt during 2024 and growth, primarily coming from strong cash flow at Segilola, and also through exploration and the development of the Douta Gold Project in Senegal.

We are also continuing to prioritise our Environmental, Social and Governance ("ESG") standards, particularly as we are in a country where we must set an example as pioneers in the industry.

Furthermore, in 2023, we began to capitalise on our first mover advantage in Nigeria through the acquisition of over 600 square kilometres of lithium-bearing ground. We believe our first mover advantage allows us to quickly and professionally assess value accretive opportunities for our shareholders. Having successfully carried out early-stage exploration on our lithium portfolio, we are able to provide our shareholders with significant value optionality that can be funded by the Company's existing cash flow and human resources in Nigeria.

In 2024, the Company's strategy will be focussed on growth. The first priority is to extend the Segilola Mine life, where there is currently an underground resource of over 100,000 ounces, that has not been incorporated into the existing mine plan. At the current prevailing high gold prices, we aim to assess our options in re-optimising the Segilola Pit to produce gold from this resource prior to transitioning into an underground mine. We also aim to carry out further exploration at depth, aimed at increasing the existing underground resource which has not been closed out.

In Senegal, the Douta Gold Project continues to provide blue sky exploration upside potential. The Douta Gold Project is undergoing a preliminary feasibility study ("PFS") and subsequent to the year, we acquired additional contiguous ground with potential to scale the Douta Gold Project.

Our strategy in Senegal in 2024 is to focus on increasing the oxide component of the existing Douta resource in parallel with the PFS workstreams. We will be carrying out drilling programs across various geochemical targets on both the Douta and Douta-West licences. The aim is to increase the oxide resource, where high recoveries are metallurgically straightforward, to a target of 500,000 ounces.

We ended 2023 with our Segilola Gold mine well positioned to produce approximately 100,000 ounces per year for the next three years. . The Company will also be completely deleveraged in 2024 and will continue to strengthen its balance sheet in the historically high gold price environment.

Looking further ahead, our ambition to continue to grow through mine life extension at Segilola and exploration across our entire portfolio remains unchanged, and we will also be well-positioned for future opportunities that may accelerate our growth into a more mature gold producer.

I am proud of what we achieved in 2023, which is all the result of the hard work and commitment of our people. I am equally excited about the opportunities we have in front of us as we continue to build a uniquely positioned African-focussed gold producer.

Segun Lawson

Chief Executive Officer

OVERVIEW

Thor Explorations Ltd. (the "Company"), together with its subsidiaries (collectively, "Thor" or the "Group") is a gold production, development and mineral exploration company focussed on West Africa and dual-listed on the TSX Venture Exchange TSX-V (THX: TSX-V) and the AIM market of the London Stock Exchange (THX: AIM).  The Group's main assets include its flagship producing Segilola Gold mine in Nigeria and the advanced exploration project, Douta, in Senegal. The Group has a growing portfolio of prospective exploration licences on the unexplored Ilesha schist belt in near proximity to the Segilola gold mine and further exploration licences in Nigeria and Burkina Faso.

As part of the Group's strategy in identifying high-value mineral resource opportunities, Thor, through its wholly owned subsidiary Newstar Minerals Ltd ("Newstar"), completed 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.

Our strategy is to operate, develop and explore mineral properties where our expertise can substantially increase shareholder value. The Group operates with transparency and in accordance with international best practices and is committed to delivering value to its shareholders through responsible development, providing economic and social benefit to our host communities and operating in a manner where health and safety and the environment are integral to our operations and development approach.

Figure 1.1: Thor's Properties in West Africa

HIGHLIGHTS AND ACTIVITIES - FOURTH QUARTER 2023 AND YEAR ENDED DECEMBER 31, 2023

Operating results for the year were highlighted by the selling of 73,356 ounces ("oz") of gold during the period at a cash operating cost of $1,006 per oz sold, with an all-in sustaining cost ("AISC") of $1,313 per oz sold.

Gold recovered for the quarter was 21,798 ounces. The Group has set its production guidance for 2024 to 95,000 to 100,000 oz, while AISC guidance for 2024 is set at US$1,100 per ounce to US$1,200 per ounce.

Table 2.1 Key Operating and Financial Statistics

^{1 The figures for the production costs and net profit have been restated in connection with the restatement of the financial statements. Refer to note 25 of the financial statements for further details.
2 This is a non-IFRS measure. Refer to the non-IFRS measures section.}

Segilola Gold Mine, Nigeria

Mining

During the three months ended December 31, 2023, 5,483,291 tonnes of material were mined, equivalent to a mining rate of 59,601 tonnes of material per day. This was higher than the mine plan due to some resequencing of mining areas and demonstrated a maintained increase in material mined since the end of Q1 2023 in order to efficiently mine the required waste material in the west wall of the southern end of the pit.

In this period, 451,360 tonnes of ore were mined, equivalent to a mining rate of 4,906 tonnes of ore per day, at an average grade of 1.93g/t. Completion of the west wall pushback has meant production areas are increasing, which allows maintaining higher production rates than was in the annual plan. Grade was lower than Q3 2024 due to increased low grade material identified during grade control drilling increasing the stockpiles for processing at the end of the mine's life.

The stockpile balance at the end of the period increased by 59.8% to 541,151 tonnes of ore at an average grade of 1.04g/t. This comprised 1,003 tonnes (8.47g/t) at high grade, 18,648 tonnes (2.15g/t) at medium grade, 521,501 tonnes (0.99g/t) at low grade and 4,563 tonnes (3.34g/t) on the coarse ore stockpile between the crusher and mill.

The Group ended the year with a gold recovery of 84,609 oz vs the year end guidance of 85,000 oz. Gold recovered during the year includes approximately 11,250 oz of Gold In-Circuit ("GIC"). 

Processing

During the three months ended December 31, 2023, a total of 262,439 tonnes of ore, equivalent to a throughput rate of 2,852 tonnes per day, were processed with no significant downtime periods. The process plant maintained the Q3, higher than design, throughput rates with all the main operating units continuing to perform better than expected.

The Q3 2024 mill feed ore tonnes were maintained and recovered ounces of 21,798 were achieved at an average grade of 2.77g/t gold and at an improved recovery of 93.4%.

A leach circuit tank upgrade was ongoing during the period with a projected full commissioning during Q2 2024, to improve processing recovery and efficiency which will reduce the gold in circuit through 2024.

Table 2.2: Production Metrics

NON-IFRS MEASURES

This MD&A refers to certain financial measures 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 Group's financial statements because the Group 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 statements 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 consolidated financial statements have been reconciled to the gold revenue for all periods presented.

Table 3.1: Average annual realised price per ounce sold

Cash operating cost per ounce

Cash operating cost per oz sold, combined with revenues, can be used to evaluate the Group's performance and ability to generate operating income and cash flow from operating activities. The Group 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.

Table 3.2: Average annual cash operating cost per ounce of gold

^{1 The figures for the production costs have been restated in connection with the restatement of the financial statements. Refer to note 25 of the 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 include 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. From June 30, 2023, this was deemed to be 33%, for prior periods, including 2022, it was considered to be 50%. The change is reflective of the increase in the Group`s exploration activities.

Other companies may calculate this measure differently as a result of differences in underlying principles and policies applied.

Table 3.3: Average annual all-in sustaining cost per ounce of gold

_{1 The figures for the cash operating costs have been restated in connection with the restatement of the financial statements. Refer to note 25 of the financial statements for further details.}

_{2 Refer to Table - 3.2 Cash operating costs.}

_{3 Refer to Table - 3.3a Sustaining and Non-Sustaining Capital}

The Group's all-in sustaining costs include sustaining capital expenditures which management has defined as those capital expenditures related to producing and selling gold from its on-going mine operations. Non-sustaining capital is capital expenditure related to major projects or expansions at existing operations where management believes that these projects will materially benefit the operations. The distinction between sustaining and non-sustaining capital is based on the Group's policies and refers to the definitions set out by the World Gold Council.

This non-GAAP measure provides investors with transparency regarding the capital costs required to support the on-going operations at its operating mine, relative to its total capital expenditures. Readers should be aware that these measures do not have a standardized meaning. It is intended to provide additional information and should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with IFRS.

Table 3.3a: Sustaining and Non-Sustaining Capital

_{1 Includes EPC and other construction costs for the Segilola mine}

_{2 Includes capitalized production stripping costs of $9,446,693 (2022: $6,034,850)}

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

Group's debt leverage. The Group considers that in addition to conventional measures prepared in accordance with IFRS, net debt is useful to evaluate the Group's performance.

Table 3.4: Net Debt

Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA)

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.

Table 3.5: Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)

_{1 The net profit for the period has been restated in connection with the restatement of the financial statements. Refer to note 25 of the financial statements for further details.}

OUTLOOK AND UPCOMING MILESTONES

We are focussed on advancing the Company's strategic objectives and near-term milestones which include:

·      2024 Operational Guidance and Outlook

1 This includes purchase of licences

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

o  Segilola's ability to maintain an adequate supply of consumables (in particular ammonium nitrate, flux and cyanide) and equipment.

o  Fluctuations in the price of key consumables, in particular ammonium nitrate, and diesel

o  Segilola's workforce remaining healthy

o  Continuing to receive full and on-time payment for gold sales

o  Continuing to be able to make local and international payments in the ordinary course of business

·      Continue to advance the Douta Gold Project towards PFS for publication in H2 2024

·      Continue to advance exploration programmes across the portfolio:

o  Segilola near mine exploration

o  Segilola underground project

o  Segilola regional exploration programme

o  Douta extension programme

o  Douta infill programme

o  Assess regional potential targets in Nigeria

SUMMARY OF QUARTERLY RESULTS

The table below sets forth selected results of operations for the Company's eight most recently completed quarters.

Table 6.1: Summary of quarterly results

_{1 The net profit for the period has been restated in connection with the restatement of the financial statements. Refer to note 25 of the financial statements for further details.}

The Company reported a net loss of $8,847,842 (1.35 cents per share) for the three months period ended December 31, 2023, as compared to a net profit of $10,715,034 (1.67 cents per share) for the three months period ended December 31, 2022. The decrease in profit for the period was largely due to:

·      Sales during the period of $22,998,429 (Q4 2022: $43,251,204); and

·      Production costs of $16,743,415 (Q4 2022: $6,272,403)

·      Buy-out of gold sale agreement`s option of $3,154,454 (Q4 2022: Nil)

·      Gold-in-circuit of 11,210 oz (Q4 2022: 1,031 oz)

These were offset partially by:

·      Amortization and depreciation of $5,720,409 (Q4 2022: $11,817,810); and

·      Interest of $3,145,415 (Q4 2022: $3,265,120)

No interest was earned during the three months period ended December 31, 2023, and 2022.

SELECTED ANNUAL FINANCIAL INFORMATION

The review of the results of operations should be read in conjunction with the Company's Consolidated Financial Statements and notes thereto.

Table 7.1: Selected annual information

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2023 and 2022

The Company reported a net profit of $10,869,446 (1.67 cents per share) for the year ended December 31, 2023, as compared to a net profit of $37,996,903 (5.92 cents per share) for the year ended December 31, 2022. The reduction in profit for the year was largely due to:

sales during the year of $141,245,328 (2022: $165,174,531); and

Production costs of $69,674,827 (2022: $56,309,287)

These were offset partially by:

Amortization and depreciation of $28,239,911 (2022: $31,652,256); and

Interest of $13,074,395 (2022: $14,616,810)

No interest was earned during the year ended December 31, 2023, and 2022.

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2023, the Company had cash of $7,839,757 (2022: $6,688,037) and 4,405 ounces of gold dore in inventory to be sold (2022: 1,884 ounces), and a working capital deficit of $57,140,196 (2022: deficit of $16,518,953).

The increase in cash from December 31, 2022, is due mainly to cash generated in operations of $63,8379,783 offset by cash used in investing and financing activities of $37,838,419 and $25,067,047, respectively.

The increase working capital deficit is mainly due to the transfer of $22,359,551 of loans and other borrowings from non-current to current as these are due within 12 months from December 31, 2023.

Working Capital Calculation

The Working Capital Calculation excludes $12,343,232 (2022: $10,187,630) of gold stream liabilities, and nil (2022: $2,215,585) in third party royalties included in current accounts payable, that are contingent upon the achievement of the gold sales forecast of 95,000 to 100,000 ounces for the year ending December 31, 2024.

The Company carried out upgrades to the Segilola Processing Plant in Q3 and Q4 of 2023, including the upgrade of the elution circuit. This was done to ensure more efficient gold recoveries for the remainder of the mine life. During this period, there was a significant accumulation of gold-in-circuit of over 11,000 ounces, with a market value at December 31, 2023, of approximately $23 million. Following the period and the completion of the upgrades, the Company expects to drawdown this gold in circuit during the course of 2024.

Table 8.1: Working Capital

_{1 The inventory balances have been restated in connection with the restatement of the financial statements. Refer to note 25 of the financial statements for further details.}

Inventory

Gold inventory is recognised 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.

Table 8.2: Inventory

_{1 The inventory balances have been restated in connection with the restatement of the financial statements. Refer to note 25 of the financial statements for further details.}

_{2 Gold dore is valued at cost ($889/oz), which comprises production cost, depreciation and amortization.}

Liquidity and Capital Resources

The Company has generated positive operating cash flow during Q4 2023, and the year ended December 31, 2023, and expects to continue to do so based on its production and AISC guidance. This strong 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 consist of cash, amounts receivable, accounts payable, accrued liabilities, gold stream liability, loans and other borrowings and lease liabilities.

Fair value of financial assets and liabilities

Fair values have been determined for measurement and/or disclosure purposes.  When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

The carrying amount for cash, amounts receivable, and accounts payable, accrued liabilities, loans and borrowings and lease liabilities on the statement of financial position approximate their fair value because of the limited term of these instruments.

Financial risk management objectives and policies

The Group has exposure to the following risks from its use of financial instruments

·      Interest rate risk

·      Credit risk

·      Liquidity and funding risk

·      Market risk

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these consolidated financial statements.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies, and processes for managing those risks or the methods used to measure them from previous years unless otherwise stated in these notes.

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company's competitiveness and flexibility. Further details regarding these policies are set out below.

Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

Table 9.3: Financial instruments by category 

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group ensures that there is sufficient capital in order to meet short-term business requirements, after taking into account the Group's holdings of cash.  The Group's cash is held in business accounts and are available on demand.

In the normal course of business, the Group enters into contracts and performs business activities that give rise to commitments for future minimum payments. 

The following tables summarize the Group's significant remaining contractual maturities for financial liabilities at December 31, 2023, and December 31, 2022.  The tables show projected cashflows including interest payments.

Table 9.4: Contractual maturity analysis

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group's income and operating cash flows will be impacted by changes in market interest rates as the Group's secured loans from the AFC incurs Interest at SOFR plus 9% (Refer to Note 11 of the 2023 Audited Financial Statements). The Group's management monitors the interest rate fluctuations on a continuous basis and assesses the impact of interest rate fluctuations on the Group's cash position and acts to ensure that sufficient cash reserves are maintained in order to meet interest payment obligations.

Credit risk

Credit risk is the risk of an unexpected loss if a counterparty to a financial instrument fails to meet its contractual obligations.

The Group manages the credit risk associated with cash by investing these funds with highly rated financial institutions, and by monitoring its concentration of cash held in any one institution. As such, the Group deems the credit risk on its cash to be low. At 31 December 2023, 78% of the Group's cash balances were invested in AA rated financial institutions (2022: 93%), 1% in AA- rated financial institutions (2022: 1%), 1% in A+ rated financial institutions (2022: 1%), 17% in A- rated financial institutions (2022: nil) and 3% in B rated institutions (2022: 4%).

The Group sells Its gold to large international organizations with strong credit ratings, and the historical level of customer defaults is minimal. As a result, the credit risk associated with gold trade receivables at 31 December 2023 is considered to be negligible.

Market risk

The Group is subject to normal market risks including fluctuations in foreign exchange rates and interest rates. While the Group manages its operations in order to minimize exposure to these risks, the Group has not entered into any derivatives or contracts to hedge or otherwise mitigate this exposure.

Foreign currency risk

The Group's primary operations are in Nigeria and Senegal. Revenues generated and expenditures incurred are primarily denominated in United States Dollars, as are its loan facilities.

Although the Group does not enter into currency derivative financial instruments to manage its exposure, the Group tries to manage this risk by maintaining most of its cash in United States dollars.

DISCLOSURE OF OUTSTANDING SHARE DATA

As at the date of this MD&A, there were 656,064,724 common shares issued and outstanding stock options to purchase a total of 14,040,000 common shares.

Authorized Common Shares

Table 14.1: Common shares issued

Warrants

There were no warrants that were outstanding at December 31, 2023, and as at the date of this report.

During the quarter ended December 31, 2023, no warrants were issued.

Stock Options

The number of stock options that were outstanding and the remaining contractual lives of the options at December 31, 2023, were as follows.

Table 14.2: Options outstanding

The Company has previously granted  employees, consultants, directors and officers share purchase options. These options were granted pursuant to the Company's stock option plan. No new options have been granted in 2023.

During the year ended December 31, 2023, the following options were exercised:

·      1,500,000 options exercised at a price of CAD$0.145 per share on June 5, 2023;

·      9,118,539 options exercised at a price of CAD$0.145 per share on June 14, 2023; and,

·      750,000 options exercised at a price of CAD$0.14 per share on September 28, 2023

Audited Financial Results for the Year Ended 31 December 2023

Independent Auditor's Report 

To the Shareholders of Thor Explorations Limited

Opinion

We have audited the consolidated financial statements of Thor Explorations Limited and its subsidiaries (the Group), which comprise the consolidated statements of financial position as at December 31, 2023 and 2022, and the consolidated statements of comprehensive income, consolidated statements of cash flows, and the consolidated statements of changes in equity for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other Information

Management is responsible for the other information. The other information comprises the information included in the Management's Discussion & Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the Management's Discussion & Analysis prior to the date of this auditor's report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

·      Identify and assess the risks of material misstatement of the consolidated financial statements, 
whether due to fraud or error, design and perform audit procedures responsive to those risks, and 
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk 
of not detecting a material misstatement resulting from fraud is higher than for one resulting from 
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the 
override of internal control.

·      Obtain an understanding of internal control relevant to the audit in order to design audit procedures 
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the 
effectiveness of the Group's internal control.

·      Evaluate the appropriateness of accounting policies used and the reasonableness of accounting 
estimates and related disclosures made by management.

·      Conclude on the appropriateness of management's use of the going concern basis of accounting and, 
based on the audit evidence obtained, whether a material uncertainty exists related to events or 
conditions that may cast significant doubt on the Group's ability to continue as a going concern. If 
we conclude that a material uncertainty exists, we are required to draw attention in our auditor's 
report to the related disclosures in the consolidated financial statements or, if such disclosures are 
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to 
the date of our auditor's report. However, future events or conditions may cause the Group to cease 
to continue as a going concern.

·      Evaluate the overall presentation, structure and content of the consolidated financial statements, 
including the disclosures, and whether the consolidated financial statements represent the 
underlying transactions and events in a manner that achieves fair presentation.

·      Obtain sufficient appropriate audit evidence regarding the financial information of the entities or 
business activities within the Group to express an opinion on the consolidated financial statements. 
We are responsible for the direction, supervision and performance of the group audit. We remain 
solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.  We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Anne Sayers.

BDO LLP

Chartered Professional Accountants 
London, UK

27 April 2024