(a)    Presentation of Half-year results

The half-year results have not been audited but were the subject of an independent review carried out by the Company's auditors, PKF Littlejohn LLP.  Their review confirmed that the figures were prepared using applicable accounting policies and practices consistent with those adopted in the 2025 annual report and to be adopted in the 2026 annual report.  The financial information contained in this half-year report does not constitute statutory accounts as defined by Section 435 of the Companies Act 2006.

The half-year report has been prepared under the historical cost convention.

The Directors acknowledge their responsibility for the half-year report and confirm that, to the best of their knowledge, the interim consolidated financial statements for the six months ended 31 December 2025 have been prepared in accordance with UK adopted international accounting standards, including IAS 34 "Interim Financial Statements", and complies with the requirements for companies with securities admitted to trading on the AIM Market of the London Stock Exchange. This half-year report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2025. 

The Directors are of the opinion that on-going evaluations of the Company's interests indicate that preparation of the accounts on a going concern basis is appropriate but that a material uncertainty with respect to going concern exists. Refer Note 8 for further information.

(b)    Basis of consolidation

The consolidated financial statements comprise the financial statements of Thor Energy PLC and its controlled entities.  The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases. All inter-company balances and transactions have been eliminated in full.

The financial statements of subsidiaries are prepared for the same reporting period as the parent Company, using consistent accounting policies.

(c)    Financial assets held through profit and loss

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL.

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

·      Level 1: Quoted prices in active markets for identical items (unadjusted)

·      Level 2: Observable direct or indirect inputs other than Level 1 inputs

·      Level 3: Unobservable inputs (i.e. not derived from market data).

The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.

(d)    Assets held for sale

Non-current assets are classified as held for sale when their carrying amount will be recovered principally through sale rather than continuing use, the asset is available for immediate sale, management is committed to the sale, and completion is expected within one year.

Assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell, with any resultant impairment recognised immediately in profit or loss. Depreciation ceases upon classification.

Such assets are presented separately as a current asset on the face of the statement of financial position.

(e)    Risks and uncertainties

The Board continuously assesses and monitors the key risks of the business. The key risks that could affect the Company's medium-term performance and the factors that mitigate those risks have not substantially changed from those set out in the Company's 2025 Annual Report and Financial Statements. The key financial risks are liquidity risk, credit risk, interest rate risk and fair value estimation.

(f)     Critical accounting estimates

The preparation of condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Significant items subject to such estimates are set out in the Company's 2025 Annual Report and Financial Statements. The below critical estimates have arisen in the period ended 31 December 2025:

Classification of Envirocopper limited (ECL)

The Group holds approximately 24% of the issued share capital of ECL. Notwithstanding this shareholding, the Directors have concluded that the Group does not exercise significant influence and accordingly the investment is classified as a financial asset at fair value through profit or loss rather than as an associate under IAS 28.

Whilst a 20% or greater shareholding gives rise to a rebuttable presumption of significant influence, the Directors consider this rebutted on the basis that, at 31 December 2025, the Group had no representation on the ECL board, no participation in policy-making, no ability to direct operational or financial decisions, and no material transactions with ECL during the period. Subsequent to the reporting date, on 3 March 2026, Lincoln Moore (a Non-Executive Director of the Company) was appointed as a director of ECL. Whilst the Group held the practical ability to propose a board nominee prior to the year end, no such appointment had been made, no intention to make such an appointment existed at 31 December 2025, and no steps had been taken in that regard. The decision to proceed with the appointment arose as a consequence of developments in respect of ECL that occurred after the reporting date. Accordingly, the Directors have concluded this is a non-adjusting post-balance sheet event and no reclassification is required at the reporting date. The classification of the investment will be reassessed in the period in which the appointment took effect.

Disposal of Standard Minerals (Standard) & Cisco Minerals (Cisco)

On 12 August 2025 the Group disposed of 75% of its interests in Standard Minerals Inc. and Cisco Minerals Inc., retaining a 25% shareholding in each entity. Whilst a 25% holding gives rise to a rebuttable presumption of significant influence under IAS 28, the Directors have concluded that the Group does not exercise significant influence over either entity and accordingly the retained interests are classified as financial assets at fair value through profit or loss rather than as associates. The Directors determined that following completion of the disposal, the Group has no representation on the boards of either entity, no participation in policy-making, no ability to direct operational or financial decisions, and no material ongoing transactions with either entity; the presumption of significant influence is therefore considered rebutted. The fair value of the total consideration received was determined as follows: the cash element of £100,000 was taken at face value; the shares in Metals One PLC received (14,224,751 shares) were valued by reference to the closing traded price of A$0.0535 per share on the date of disposal, translated at the prevailing rate of £0.48026:A$1.00, giving a fair value of £761,024; total consideration was therefore £861,024. The fair value of the retained 25% interest in each entity (£289,765 in aggregate) was determined by the Directors on the basis of the implied value of the transaction, being the total consideration attributable to the 75% interest disposed grossed up pro-rata to reflect the retained 25% holding. No independent valuation was obtained; the Directors consider this basis to be a reasonable approximation of fair value at the disposal date given the arm's length nature of the transaction and the absence of any other observable market data for the interests.

2.         EARNINGS PER SHARE      

No diluted earnings per share is presented for the six months ended 31 December 2025 as the effect on the exercise of share options would be to decrease the loss per share.      

The basic loss per share is derived by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares in issue. 

As the inclusions of the potential Ordinary Shares would result in a decrease in the loss per share they are considered to be anti-dilutive and as such not included.

3.         ASSETS HELD FOR SALE

During the year ended 31 December 2025, the Group entered into a term sheet with Tivan Limited for the sale of its 75% interest in the Molyhil Tungsten/Molybdenum/Copper Project (through its subsidiary Molyhil Mining Proprietary Limited), representing the disposal of the Group's interest in the FRAM Joint Venture. As the criteria under IFRS 5 were met prior to the reporting date, the exploration and evaluation assets have been reclassified as held for sale at 31 December 2025.

The assets are carried at the lower of their carrying amount and fair value less costs to sell. No impairment loss was recognised on reclassification as the anticipated proceeds exceed the carrying value.

4. DEFERRED EXPLORATION COSTS

During the previous  year the Group acquired 80.2% of Go Exploration Pty Ltd, an Australian based company with rights over the PEL 120 licence in South Australia. In March 2025 the licence was renamed RSEL 802. At the time of award RSEL 802 was within the final year of the penultimate 5-year licence period, ending July 1st, 2025. As at the date of this report the renewal application has been submitted (16 June 2025) to seek continuation into the final 5-year licence period. As at 31 December 2025 the South Australian Government's Department of Energy and Mining (DEM) are currently reviewing the application. The licence continues by default and, based on the Group's history of successful licence of renewals and through positive dialogue with DEM, the Directors have a reasonable expectation that this licence will continue into the final 5-year licence period, as required for ongoing exploration activities on the licence

Subsidiaries Standard Minerals Inc. and Cisco Minerals Inc

On 12^th August 2025, the Group completed the disposal of 75% of its remaining U.S. subsidiaries Standard Minerals Inc. and Cisco Minerals Inc., which held the Group's vanadium and uranium projects, resulting in a loss of control due to disposal of a majority stake. Total consideration received was £100,000 cash together with the issue of freely tradable shares in Metals One Plc with a fair value of approximately £761,024. Following the disposal , the Group retained a 25% interest in both entities. A reconciliation to the loss recorded in the profit and loss is below:

1 - The fair value of the retained 25% interest in each Subsidiary (£289,765) in aggregate) has been determined by the Directors based on the implied value of the disposal transaction, being the total consideration attributed to a 75% interest grossed up pro-rata to reflect the retained 25% holding. No independent valuation was obtained. The Directors consider this basis to be a reasonable approximation of fair value at the disposal date.

Disposal of Molyhil

On 16 September 2025, the Company announced it had entered into a binding term sheet with ASX-listed Tivan Limited for the sale of its 75% interest in the FRAM Joint Venture, which holds the Molyhil Tungsten/Molybdenum/Copper Project in the Northern Territory, Australia. Total consideration of A$8,750,000 (£4,375,000) is payable, of which A$6,562,500 (£3,281,250) is attributable to the Company. The key payment terms are as follows:

·      Deposit: A$375,000 (£187,500) non-refundable, paid on signing.

·      Completion Payment: A$2,250,000(£1,125,000), expected in December 2025 upon satisfaction of conditions precedent including regulatory approvals and ministerial consent.

·      Deferred Payments:

o  A$1,312,500 (£656,250) payable in September 2026

o  A$1,312,500(£656,250)  payable in September 2027

o  A$1,312,500 (£656,250)  payable in September 2028

Deferred payments may be settled in either cash or Tivan shares at Tivan's election. The transaction completed in January 2026 with Thor Energy receiving the completion payment of A$2,250,000. As at 31 December 2025 the fair value of the consideration was deemed to be £2,940,000 and no impairment was required on the balance.

5.         FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS -NON CURRENT

1)  ^{The Group owns 25% of Cisco Minerals Inc and Standard Minerals Inc - refer to Note 3 for further information}

6.         SHARE CAPITAL

7.         SHARE BASED PAYMENTS RESERVE

^{1)     Exercise of 15,000,000 performance rights to Directors Alastair Clayton and Tim Armstrong as approved at 2024 AGM for the  establishment of a prospective resource of 300 billion cubic feet of helium.}

^{2)     Issue of 15,000,000 performance rights to Director Lincoln Moore as approved at the 2025 AGM which will vest upon the completion of three market based conditions}

^{3)         Issue of  30,000,000 performance rights to Andrew Hume as approved at the 2025 AGM subject to the completion of several technical milestones.}

Options are valued at an estimate of the cost of the services provided. Where the fair value of the services provided cannot be estimated, the value of listed options granted is calculated by reference to the last traded price, or for unlisted options by using the Black-Scholes model taking into account the terms and conditions upon which the options are granted. Where the options contain market based vesting conditions a Monte Carlo options valuation is undertaken.

8.         POST BALANCE SHEET EVENTS

After the reporting period, on 19 January 2026, Thor Energy PLC received a A$2,250,000 (£1,125,000) cash completion payment in respect of the sale of its 75% interest in the Molyhil Tungsten/Molybdenum/Copper Project (through its subsidiary Molyhil Mining Proprietary Limited) pursuant to the term sheet entered into with Tivan Limited.

The payment follows satisfaction of the conditions precedent under the terms of the sale and represents the first tranche of consideration for the disposal of the interest in the FRAM Joint Venture. Three further annual deferred completion payments totalling A$3,937,500 (£1,968,000) are due between September 2026 and September 2028, payable in cash, shares or a combination at the purchaser's election, bringing the total anticipated sale proceeds to A$6,562,500 (£3,281,250).

On 25 February 2026, the Group announced the award of two Regulated Substance Exploration Licence Applications (RSELA 810 and RSELA 811) in the onshore Otway Basin, South Australia, in a 50:50 joint venture with H2EX Ltd. The applications will progress through standard permitting processes before formal grant as Regulated Substance Exploration Licences.

On 3 March 2026, Thor Energy Plc announced that Lincoln Moore, a Non-Executive Director of the Company, had been appointed as a director of EnviroCopper Limited.

9.         GOING CONCERN BASIS OF ACCOUNTING

The financial report has been prepared on the going concern basis of accounting. However, the Directors have identified a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. The material uncertainty arises from the Group's reliance on the successful completion of future capital raisings or asset disposals to fund continued operations.

The consolidated entity incurred a net loss before tax of £1,255,000  for the half year ended 31 December 2025, and net cash outflows of £473,000 from operating activities. The Group is reliant upon completion of asset sales or a capital raising to fund continued operations and the provision of working capital.

The Group's cash flow forecast for the 12 months ending 31 March 2027 highlight the fact that the Company is expected to continue to generate negative cash flow over that period. During the period the Group raised £732,000 through the sale of subsidiaries and various tenements. The Group also has £787,000 cash and cash equivalents as at 31 December 2025. Notwithstanding the material uncertainty, the Directors believe the going concern basis remains appropriate having regard to the following:

·      The Group has sufficient cash to fund at least 12 months of activity from the signing of this report;

·      The Group has no committed or on-going exploration expenditure; and

·      Operating expenditure can be reduced to further preserve cash balances.

·      Subsequent to the period, the Company received a A$2,250,000 completion payment pursuant to the sale of the Molyhil Project.

DIRECTORS, SECRETARY AND ADVISERS

Directors:      Alastair Clayton (Non-executive Chairman)

                      Tim Armstrong (Non-executive director)

                      Lincoln Moore (Non-executive director)

  Andrew Hume (Managing Director)