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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 THE UNAUDITED THREE MONTHS ENDING DECEMBER 31, 2024 AND MAIDEN DIVIDEND

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 Côte d'Ivoire for the three months ending December 31, 2024 ("Q4 2024") and the audited financial results for the year ending December 31, 2024 (the "Year" or "FY 2024").

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, 2024, are available on Thor Explorations' website at https://thorexpl.com/investors/financials/.

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

FY 2024 Financial Highlights

·      84,965 ounces ("oz") of gold sold (FY 2023:73,356 oz) with an average gold price of US$2,288 per oz (FY 2023:US$1,907).

·      Cash operating cost of US$575 per oz sold (FY 2023:US$1,006) and all-in sustaining cost ("AISC") of US$765 per oz sold (FY 2023:US$1,313).

·      FY 2024 revenue of US$193.1 million ("m") (FY 2023: US$141.2 million).

·      FY 2024 EBITDA of US$133.3 million (FY 2023:US$55.3 million).

·      FY 2024 net profit of US$91.1 million (FY 2023: US$10.8 million).

·      FY 2024 cash and cash equivalents of US$12 million (FY 2023: US$7.8 million)

·   The Group made a final payment of $4.1 million towards its senior debt facility with Africa Finance Corporation ("AFC"). Following this repayment, the Group has fully settled its senior debt obligations.

·      Net cash of US$11.2 million (FY 2023: Net debt of US$15.9 million).

·      Maiden dividend payment and dividend policy of minimum of C$0.0125 per share per quarter (C$0.05 per year)

Dividend                                                                                                

·      The Board has adopted a dividend policy to be applied for at least the next two years. The dividend policy reflects the Board's aim to strike a balance between the Group's growth ambitions and returning money to the Group's shareholders.

·     Dividends will normally be paid on a quarterly basis at an amount of C$0.0125 per share each quarter, with the ability to increase the dividend amount based on the Group's cash reserves at the end of each quarter. 

·      The first dividend will be payable on 16 May 2025 for shareholders on record at 02 May 2025.

·     It is currently intended that the dividend policy will be reviewed in two years, taking into consideration factors such as the extension of the Segilola Mine Life and capital commitments to near term development projects.

Proposed timetable:

FY 2024 Operational Highlights

Segilola Production

·      FY 2024 gold poured of 85,057 oz.

·      78,002 oz recovered with an average recovery rate of 90.75%.

·      858,966 total tonnes ("t") of ore processed over FY 2024 at an average grade of 3.14 g/t Au grammes per tonne ("g/t") of gold ("Au").

·      Total FY 2024 ore mined of 1,697,044 t at an average grade of 2.04 g/t Au.

Segilola Near-Mine and Regional Exploration

·     Near mine exploration focused on testing depth extensions of the Segilola deposit, with a diamond drilling program targeting the continuity of high-grade shoots down-plunge to the south. Early results confirm mineralisation below the current final pit design.

·   Drilling returned encouraging high-grade intercepts both north and south of the existing resource, indicating the potential for extensions and new target areas beyond the current limits of the Segilola resource.

·    Regional exploration efforts concentrated on geochemical sampling targeting structurally complex zones within the Ilesha Schist Belt identified through geological modelling as prospective for gold mineralisation.

·      Stream sediment sampling continued across the region, delineating a 10 by 5 kilometre ("km") area of gold anomalism approximately 52 km due south of the Segilola operation. The Company secured new exploration tenure covering the area. A follow-up exploration program commenced late in the period over selected geochemical targets and has continued through 2025.

Douta

·    Workstreams in support of a Preliminary Feasibility Study ("PFS") were advanced during 2024 on the metallurgical test work, process flow sheets and resource update.

·     Exploration at the Makosa Resource focused on expanding the resource base along the 6km strike from Makosa Tail to the northern extent of the deposit, with RC drilling targeting increased oxide resource definition at the parallel Makosa East Prospect.

·     At the Makosa East Prospect, drilling conducted confirmed continuity of gold mineralisation at both ends of the trend with several higher-grade intersections

·     The discovery of the Baraka 3 Prospect following the end of the Period had implications on the timing of the Douta PFS. The drilling intersections delineate a wide, near surface oxide layer on a structure that extends for approximately 3 kilometres.

·      Baraka 3 discovery has justified an accelerated drilling program as the Company believes that should this mineralisation continue, Douta-West may present a new source of early years production that may merit incorporation into the PFS which, if included, would have a positive impact on the economics of the Douta PFS.

·     The Company aims to update the timing of the PFS completion once the drilling programs have been completed.

Côte d'Ivoire

·    During 2024 Thor also expanded its operations into Côte d'Ivoire following the signing of a binding agreement with Endeavour Mining Corporation to acquire a 100% interest in the Guitry Gold Project.

·     The Company entered into two additional option agreements to acquire an 80% interest in the Boundiali Exploration permit, an early-stage gold exploration project located in north east Côte d'Ivoire and to acquire an 80% interest in the Marahui Exploration permit, an early-stage gold exploration project located in north west Côte d'Ivoire.

·     At the Guitry Project, the Company is currently assessing the legacy database and planning for target-generative geochemical surveys.

·    Initial soil geochemical sampling was conducted at the Boundiali Project as part of due diligence, identifying a 1km by 5km gold-in-soil anomaly in the eastern sector. Further infill sampling is planned.

·    Initiated exploration activities at the Marahui Permit in Q4 2024, including detailed mapping and soil geochemical sampling, defining a 4km long well constrained soil anomaly with drilling planned for Q3 2025.

Lithium Exploration

·     Thor has secured over 600km² of granted tenure in Nigeria that forms Oyo State, Kwara State and Ekiti State Lithium Project Areas.

·     Exploration activities during 2024, comprising geological mapping, stream sediment sampling, and detailed auger soil sampling, focused on generating targets within its exploration permits.

Environment, Social and Governance

·   Published inaugural Sustainability and ESG Report (2023) in November 2024, aligning with GRI standards, and continued consistent data collection throughout 2024 for the forthcoming 2024 report due Q2 2025.

·    Maintained monthly environmental compliance monitoring across operations, with Q4 2024 results showing air, noise, and water emissions broadly in line with the 2008 EIA baseline, aside from elevated dust levels due to seasonal Harmattan winds and dry conditions.

·     Initiated optimisation measures to improve output from three 1.6 Mega Watt ("MW") compressed gas generators, aiming to lower GHG emissions from power generation and reduce overall energy costs.

·     Sustained strong employment at the Segilola Project, with over 1,700 workers in Q4 2024 including 32% from host state Osun.

·    Advanced Community Development Agreement ("CDA") commitments in Q4 2024 through continued educational scholarships (26 students) and quarterly palliative distributions for elderly residents.

·     Progressed baseline data collection for the Douta Project's Environmental Impact Assessment ("EIA") and incorporating findings into the Preliminary Feasibility Study ("PFS"). The EIA was submitted in late Q1 2025.

Post FY 2024 Highlights

·    In March 2025, following a notice served by Osun State authorities in September 2024 regarding a disputed tax claim of ₦98.3 million (approx. US$61,900), a fact-finding committee commissioned by the Minister of Mines concluded that the Group had complied with all legal and regulatory obligations, and that the allegations were unfounded.

o  The Group continues to engage with the Osun State Government through the appropriate legislative processes to ensure that tax assessments are conducted in accordance with applicable laws.

o  No material financial impact is expected, and updates will be provided once a final and undisputed assessment is agreed upon.

·     Further positive results from its ongoing diamond drilling program at the Segilola that targets the down-plunge potential beneath the current open pit extent. The results further highlight the potential to extend the Segilola resource both along strike to the south and at depth.

·     Discovery drill holes drilled in Senegal at the Baraka 3 Prospect on the Douta-West Licence confirm near-surface gold mineralisation over a 3km trend.

·      Appointment of Mr. Franklin Edochie to the Company's Board of Directors.

Outlook

·      Production guidance of 85,000-95,000 oz for 2025 with an AISC guidance of US$ $800 - $1,000 per oz.

·      Exploration expenditure guidance of US$7.5 million - $10 million in Nigeria and US$5 million - $7.5 million across West Africa for 2025.

·    Advance exploration programs across the portfolio, including near mine and underground drilling program at Segilola.

·      Drilling and infill programs at Douta, with an accelerated drilling program at Baraka 3.

·   Advancing exploration in Nigeria on newly acquired concessions and joint partnership options on potential targets.

·     Continue to advance the Douta project towards PFS incorporating results from Baraka 3 drilling with the Douta PFS timing to be provided on completion of the drilling program.

Segun Lawson, President & CEO, stated:

"I am pleased with our performance and progress as a Group in 2024 where we generated record revenues from our Segilola Gold mine whilst being disciplined in our cost control and focusing on our ESG commitments.

Our primary objectives in 2024 were to fully repay our senior debt facility and strengthen our balance sheet. This was achieved whilst also expanding our exploration portfolio in Nigeria, Senegal and in Côte d'Ivoire. The Group is now strongly positioned for a new dynamic phase with big increases budgeted in our exploration expenditure around Segilola and also across our entire portfolio, all funded by strong cash flow at Segilola. Since the end of 2024, we have continued to strengthen our balance sheet and grow our cash balance whilst making further material improvements on our accounts payable position.

We are pleased to announce our dividend policy and maiden dividend. The announcement is a major milestone for Thor in our company's evolution and validates our confidence in the overall strength and sustainability of our business. Our dividend policy demonstrates our dedication to returning part of our strong cash flow generation to shareholders without forgoing our ability to self-fund our growth.

In 2025, the Group's strategy will be focussed on increasing shareholder value by extending the Segilola mine life and advancing the Douta Project in Senegal. At the same time, we are encouraged by the early exploration results on our newly assembled portfolio in Côte d'Ivoire. We look forward to advancing these projects through 2025.

The Douta Gold Project, which now consists of two prospective licences, remains a project which we aim to build from within our organic portfolio. We look forward to advancing this key project of ours through 2025.

Furthermore, in 2024, we continued to capitalise on our first mover advantage in Nigeria through the acquisition of prospective exploration ground in Ondo State, approximately 55 kilometres due south of Segilola. We are well positioned to carry out exploration at a faster rate than ever before and without the constraints of servicing our senior debt facility.

At the forefront of our operations, Environmental, Social and Governance ("ESG") standards have not been compromised with the Group winning a number of awards in 2024. Thor published its maiden Sustainability and ESG Report 2023 in November 2024. We invite our stakeholders to review this report. The information within the report is in alignment with GRI reporting standards. ESG data has also been consistently gathered during 2024 with the 2024 Sustainability Report due in Q2 2025. 

We were pleased in March 2025 to receive a copy of the report of the Inter-Ministerial Fact-Finding Committee on the dispute between SROL and the Osun State Government. This report affirmed our compliance with all our legal and regulatory obligations. We continue to pride ourselves on maintaining best practice standards across all our operations.

I am incredibly proud of what we have achieved in 2024 which is the result of the hard work and commitment of all our employees, leadership team, board and stakeholders. I would like to take this opportunity to thank them for their continued support, dedication and commitment. I look ahead to 2025 with confidence that we have the right strategy, a portfolio capable of unlocking significant values, cashflow to support our activities and the right team to deliver on our objectives."

Investor webinar to discuss FY24 results 

Thor is pleased to announce that Segun Lawson, President, and CEO, will provide a live investor session via the Investor Meet Company platform on Thursday 10 April 2025 at 2:00pm BST.

The session will discuss in detail the announced FY24 results.

The presentation is open to all existing and potential investors. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 9:00 am the day before the meeting or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet Thor Explorations plc via:

https://www.investormeetcompany.com/thor-explorations-ltd/register-investor

Investors who already follow Thor Explorations on the Investor Meet Company platform will automatically be invited.

Whilst the Company may not be able to answer every individual question, the aim is to address the issues raised by investors

Responses to the Q&A will be published at the earliest opportunity on the Investor Meet Company platform following the presentation

Investor feedback can also be submitted directly to management after the event to ensure the Company can understand all investor views.

For further information, please email: thorexplorations@yellowjerseypr.com

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 2024 and Full Year 2024

CHAIRMAN'S STATEMENT

Dear fellow shareholders, I am pleased to present the 2024 Annual Report for Thor Explorations Ltd. We mark 2024 as a milestone year where the Group delivered its revised target gold production of approximately 85,000 ounces and, in doing so, completed the repayment of its senior debt facility to the Africa Finance Corporation.

The Segilola Gold Mine, our wholly owned flagship project continued its solid performance in 2024, slightly disrupted by severe weather conditions in Q3 2024, generating $193.1 million revenue from 84,965oz of gold sold at an average realized price of US$2,288/oz. We generated Group net profit of $91.2 million. Segilola's strong performance is anticipated to continue in 2025 with a production guidance of 85,000 to 95,000 ounces at an all-in sustaining cost (AISC) of US$800-1,000/oz per ounce.

We now look to transition to the next phase of our strategic evolution generating value creation through advancing our portfolio in the three jurisdictions in which we operate. Having repaid our capital costs and associated borrowings and improved our working capital position, we can now devote much greater cashflow and resources to our exploration activities. 

In Senegal, at the Douta Project, progress was made towards the next milestone of a preliminary feasibility study ("PFS"). The Group acquired the contiguous Douta-West licence. We reported recently two initial discovery holes in Douta-West in what appears to be a thicker oxidised layer and drilling there has been accelerated. We believe that Douta-West may present a new source of early years production that may merit incorporation into the PFS.

We were also excited to expand our activities into Côte d'Ivoire where we believe we have assembled a prospective early stage portfolio and we look forward to advancing these licences through exploration in 2025.

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 were pleased in March 2025 to receive a copy of the report of the Inter-Ministerial Fact-Finding Committee on the dispute between SROL and the Osun State Government. This report affirmed our compliance with all our legal and regulatory obligations. We continue to pride ourselves on maintaining best practice standards across all our operations.

We continue to build a local mining skill-base, investing in youth, undergraduate and graduate programmes as well as post-secondary school apprenticeship schemes in our host communities and regions. We remain committed to the host communities in which we operate, where we have continued to enjoy a healthy and cooperative relationship and where our livelihood restoration programs continue to thrive.

The next 12 months are significant in our evolution as a Group with important milestones. Extending the Segilola mine life is our utmost priority. The Group is now in a much better position to fully investigate this potential with the underlying support of the cashflow from Segilola in a strong gold price environment. 

We are also pleased to announce our dividend policy and maiden dividend.

We look forward to 2025 and thank you for your continued support for Thor Explorations. The Board and Leadership Team remain resolutely focused on delivering our strategy and creating value for our shareholders and all of our stakeholders.

Adrian Coates

Chairman

CEO'S STATEMENT

I am pleased with our performance and progress as a Group in 2024 where we generated record revenues from our Segilola Gold mine whilst being disciplined in our cost control and focusing on our ESG Commitments.

Our primary objectives in 2024 were to fully repay our senior debt facility and strengthen our balance sheet. This was  achieved whilst also expanding our exploration portfolio in Nigeria, Senegal and in Côte D'Ivoire. The Group is now strongly positioned for a new dynamic phase with big increases budgeted in our exploration expenditure around Segilola and also across our entire portfolio, all funded by strong cash flow at Segilola.

In 2025, the Group's strategy will be focussed on increasing shareholder value by extending the Segilola mine life and advancing the Douta Project in Senegal. At the same time, we are encouraged by the early exploration results on our newly assembled portfolio in Côte d'Ivoire. We look forward to advancing these projects through 2025.

The Douta Gold Project, which now consists of two prospective licences, remains a project which we aim to build from within our organic portfolio. We look forward to advancing this key project of ours through 2025.

Furthermore, in 2024, we continued to capitalise on our first mover advantage in Nigeria through the acquisition of prospective exploration ground in Ondo State, approximately 55 kilometres due south of Segilola. We are well positioned to carry out exploration at a faster rate than ever before and without the constraints of servicing our senior debt facility.

At the forefront of our operations, Environmental, Social and Governance ("ESG") standards have not been compromised with the Group winning a number of awards in 2024. Thor published its maiden Sustainability and ESG Report 2023 in November 2024. We invite our stakeholders to review this report. The information within the report is in alignment with GRI reporting standards. ESG data has also been consistently gathered during 2024 with the 2024 Sustainability Report due in Q2 2025. 

We are pleased to announce our dividend policy and maiden dividend. The announcement is a major milestone for Thor and validates our confidence in the overall strength and sustainability of our business. Our dividend policy demonstrates our dedication to returning part of our strong cash flow generation to shareholders without forgoing our ability to self-fund our growth

I am incredibly proud of what we have achieved in 2024 which is the result of the hard work and commitment of all our employees, leadership team, board and stakeholders. I would like to take this opportunity to thank them for their continued support, dedication and commitment. I look ahead to 2025 with confidence that we have the right strategy, a portfolio capable of unlocking significant values, cashflow to support our activities and the right team to deliver on our objectives.

Segun Lawson

Chief Executive Officer

OVERVIEW

Thor Explorations Ltd. (the "Company"), together with its subsidiaries (collectively, "Thor" or the "Group") is a West African focused gold producer and explorer and is dual-listed on the TSX Venture Exchange TSX-V (THX: TSX-V) and the Alternative Investment 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. The Group, in 2024 expanded its operations into Côte d'Ivoire following the signing of a binding sale and purchase agreement with Endeavour Mining Corporation to acquire a 100% interest in the Guitry Gold Exploration, entering into an option agreement with Goldridge Resources SARL ("Goldridge") to earn up to an 80% interest in the Boundiali Exploration Permit, located in north-west Côte d'Ivoire and also entering into an option agreement to acquire an 80% interest in the Marahui Gold Exploration licence located in north-east Côte d'Ivoire.

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.

With a deleveraged balance sheet and strong cash flow generation, the Group has scaled up its exploration programs across its entire portfolio. This includes the acquisition, via option, of further geologically prospective tenures in Nigeria where we continue to assess potential targets.

Figure 1.1: Thor's Properties in West Africa

DIVIDEND POLICY

The Board has adopted a dividend policy to be applied for at least the next two years. The dividend policy reflects the Board's aim to strike a balance between the Group's growth ambitions and returning money to the Group's shareholders.

Dividends will normally be paid on a quarterly basis at an amount of C$0.0125 per share each quarter, with the ability to increase the dividend amount based on the Group's cash reserves at the end of each quarter. The first dividend will be payable on May 16, 2025, for shareholders on record at May 2, 2025.

It is currently intended that the dividend policy will be reviewed in two years, taking into consideration factors such as the extension of the Segilola Mine Life and capital commitments to near term development projects. The maiden dividend will be paid on May 16, 2025, in Canadian Dollars, with an option for shareholders to elect to receive the dividend in Pounds Sterling. The exchange rates for payments in Sterling will be fixed by the Company on May 14, 2025, and subsequently announced.

HIGHLIGHTS AND ACTIVITIES - FOURTH QUARTER 2024 AND YEAR ENDED DECEMBER 31, 2024

Operating results for the fourth quarter 2024 were highlighted by the selling of 23,087 ounces ("oz") of gold achieving an average gold price of US$2,414 per oz at a cash operating cost¹ of $664 per oz sold, with an all-in sustaining cost ("AISC")¹ of $818 per oz sold.

The Group made a final payment of $4.1 million towards its senior debt facility with Africa Finance Corporation ("AFC"). Following this repayment, the Group has fully settled its senior debt obligations and at year end 2024 held a net cash position of $11.2 million (see Section 3.4).

Revenue for the fourth quarter 2024 was $65.7 million with an EBITDA of $46.2 million and net profit of $34.9 million. The Group reduced its accounts payable and accrued liabilities by $17.2 million since the end of the previous quarter.

At the Douta Project, the workstreams for the Preliminary Feasibility Study continued and focussed on the metallurgical test work, process flow sheets and resource update.

Table 2.1 Key Operating and Financial Statistics

^{1 This is a non-IFRS measure. Refer to the non-IFRS measures section.}

Segilola Gold Mine, Nigeria

Osun State Tax Dispute

On September 30, 2024, the representatives of Osun State served a notice to the Group`s subsidiary, Segilola Resources Operating Limited ("SROL") from a state magistrates court to seal the Segilola Mine site over unpaid outstanding taxes amounting to N98,347,105 (approximately US$61,900). SROL paid the full outstanding amount, under protest, despite not being given the stipulated 30 days to review. There was no disruption to operations at Segilola.

Following this, the Minister of Mines in Nigeria commissioned a fact-finding committee (the "Committee") to look into the claims made by the Osun State Government.

Subsequent to the period, a meeting was held on the March 25, 2025, in Abuja with all relevant parties, the Committee's report was formally released to the Group. Importantly, the Committee's report affirmed the Group's compliance with all its legal and regulatory obligations, and that all the allegations of wrongdoing were unfounded. The full report can be found on the Group's website.

SROL continues to engage with the Osun State Government through the appropriate legislative processes to ensure that tax assessments are conducted in accordance with applicable laws. Management does not expect any material impact on the Group's financial statements as a result of these ongoing discussions. Updates will be provided once a final and undisputed assessment is agreed upon.

Mining

During the three months ended December 31, 2024, 3,781,881 tonnes of material were mined, equivalent to a mining rate of 41,107 tonnes of material per day. In this period, 383,699 tonnes of ore were mined, equivalent to a mining rate of 4,171 tonnes of ore per day, at an improved average grade of 2.30g/t. Mining rates were lower than Q3 due to a severe weather period resulting in excessive rain (>415mm) over a 12-day period in late September that still impacted October mining. The aging fleet of the mining contractor experienced low availabilities of its truck fleet and 5 new trucks were purchased and were delivered in early 2025 to address this bottleneck.

The stockpile balance increased by 10% to 1,469,370 tonnes of ore at an average grade of 0.94g/t. The stockpile comprised of 8,865 tonnes (4.21g/t) at high grade, 69,608 tonnes (2.08g/t) at medium grade, 1,384,782 tonnes (0.84g/t) at low grade and 6,116 tonnes (4.24g/t) on the coarse ore stockpile between the crusher and mill.

The significant stockpile available (more than 1 year of process plant supply) offers flexibility and low risk for future process plant production. The mine will continue to feed higher grade material in preference to low grade material and the lower grade material will be processed later in the mine life and during periods of reduced or minimal mining activity. The stockpile is reflected on the balance sheet under inventory and is reflected at mining cost per tonne.

Processing

During the three months ended December 31, 2024, 247,075 tonnes of ore were processed, a 22% increase on Q3, equivalent to a throughput rate of 2,686 tonnes per day, at a mill feed grade of 3.08g/t with no significant downtime periods. The process plant achieved a further reduction of the gold in circuit ("GIC") by 2,835oz of Au in Q4 to sell more gold than recovered from mining during the quarter.

Table 2.2: Production Metrics

NON-IFRS MEASURES

This MD&A refers to certain financial measures which are not recognized under IFRS Accounting Standards and do not have a standardized meaning prescribed by IFRS Accounting Standards. 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 realized gold price per ounce sold

The Group believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, the average realized 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 realized during a period. Management believes that reflecting the impact of these contracts on the Group's realized 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 realized 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.

Table 3.1: Average annual realized price per ounce sold

^{1 As at 31 December 2024, the Group held outstanding gold forward contracts for 5,500 ounces at an average gold price of $2,277 per ounce with settlement during the first quarter of 2025.}

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 IFRS Accounting Standards, 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

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%.

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 Refer to Table - 3.2 Cash operating costs.}

_{2 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-IFRS Accounting Standards 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 Accounting Standards.

In the period, the Group fed higher grade material to the plant in preference to low grade material. Costs associated with mining the lower grade material will be deferred to when this lower grade material is processed. The Group plans to process this material later in the mine life and during periods of reduced or minimal mining activity.

Table 3.3a: Sustaining and Non-Sustaining Capital

Net Cash/(Debt)

Net Cash/(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 Accounting Standards, net debt is useful to evaluate the Group's performance.

Table 3.4: Net Cash/(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)

OUTLOOK AND UPCOMING MILESTONES

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

2025 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 continue operations without obstruction

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 project towards preliminary feasibility study

Continue to advance exploration programmes across the portfolio:

Segilola near mine exploration

Segilola underground project

Segilola regional exploration programme

Douta Preliminary Feasibility Study

Douta-West drilling programme

Douta infill (Makosa and Makosa East) programme

Assess regional potential targets in Nigeria

Assess regional potential targets in Côte d'Ivoire

Acquiring new concessions and joint partnerships options on potential targets

SUMMARY OF QUARTERLY RESULTS

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

Table 6.1: Summary of quarterly results

The Group reported a net profit of $33.7 million (5.14 cents per share) for the Three month period ended December 31, 2024, as compared to a net loss of $8.8 million (1.35 cents per share) for the Three month period ended December 31, 2023. The increase in profit for the period was largely due to:

Sales during the period of $65.7 million (Q4 2023: $23.0 million); and

Production costs of $16.4 million (Q4 2023: $16.7 million)

Buy-out of gold sale agreement`s option of nil (Q4 2023: $3.6 million)

These were offset partially by:

Amortization and depreciation of $9.5 million (Q4 2023: $5.7 million); and

Interest of $2.1 million (Q4 2023: $2.5 million)

No interest was earned during the Three month periods ended December 31, 2024, and 2023.

No corporate tax was paid during the Three month periods ended December 31, 2024, and 2023, this is due primarily to the corporate tax holiday the Group was granted for its Segilola mine earnings as detailed in note 5g of the consolidated financial statements.

SELECTED ANNUAL FINANCIAL INFORMATION

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

Table 7.1: Selected annual information

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2024, and 2023

The Group reported a net profit of $91.2 million (14.00 cents per share) for the year ended December 31, 2024, as compared to a net profit of $10.9 million (1.67 cents per share) for the year ended December 31, 2023. The increase in profit for the year was largely due to:

Sales during the year of $193.1 million (2023: $141.2 million); and

Production costs of $46.0 million (2023: $69.7 million)

These were offset partially by:

Amortization and depreciation of $32.7 million (2023: $28.2 million); and

Interest of $9.5 million (2023: $13.1 million)

No interest was earned during the year ended December 31, 2024, and 2023.

No corporate tax was paid during the year ended December 31, 2024, and 2023, this is due primarily to the corporate tax holiday the Group was granted for its Segilola mine earnings as detailed in note 5g of the consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Working capital, combined with revenues and cash flows, is an important measure of the Group's liquidity and operational efficiency. The Group believes that, in addition to conventional measures prepared in accordance with IFRS Accounting Standards, certain investors may find this information useful in assessing the Group's ability to meet short-term obligations and fund ongoing operations.

As at December 31, 2024, the Group had cash of $12.0 million (December 31, 2023: $7.8 million) and a working capital deficit of $3.3 million (December 31, 2023: deficit of $57.1 million).

The increase in cash from December 31, 2024, is due mainly to cash generated in operations of $61.8 million offset by cash used in investing and financing activities of $12.9 million and $44.7 million respectively.

The cash generated from operations includes $40.6 million used to build the Group's inventory balance as of December 31, 2024. This amount primarily consists of mining costs allocated to gold ore stockpiles.

WORKING CAPITAL CALCULATION

The Working Capital Calculation excludes $9.4 million (December 31, 2023: $12.3 million) of Gold Stream liabilities that are contingent upon the achievement of the gold sales forecast of 85,000 to 95,000 ounces for the year ending December 31, 2025.

Table 8.1: Working Capital

The Group`s inventory is estimated to contain the following ounces of gold:

Table 8.1a: Gold 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

Liquidity and Capital Resources

The Group has generated positive operating cash flow during Q4 2024, and the year ended December 31, 2024, and expects to continue to do so based on its production and AISC guidance. This strong operating cash flow will support 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. These financial instruments are used to manage liquidity, finance operations, and mitigate financial risks. Further information on the Group's financial instruments is provided in Note 19 of the consolidated financial statements.

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 Group'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, 2024, and December 31, 2023.  The tables show projected cashflows including interest payments.

Table 9.4: Contractual maturity analysis

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 December 31, 2024, 1% of the Group's cash balances were invested in AAA rated financial institutions (2023: 1%), 86% in AA+ rated financial institutions (2023: nil), 1% in AA rated financial institutions (2023: 77%), 3% in AA- rated financial institutions (2023: 1%), 6% in A rated financial institutions (2023: 1%), 2% in BBB rated financial institutions (2023: nil) and 1% in B- rated institutions (2023: 3%).

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 December 31, 2024 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

At December 31, 2024, there were 657,064,724 common shares issued and outstanding stock options to purchase a total of 13,040,000 common shares.

At the date of issuance of this MD&A, there were 665,297,482 common shares issued and no outstanding stock options.

Authorized Common Shares

Table 14.1: Common shares issued

Warrants

There were no warrants that were outstanding at December 31, 2024, and as at the date of this report.

During the quarter ended December 31, 2024, 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, 2024, 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 2024.

During the year ended December 31, 2024, the following options were exercised:

·      1,000,000 options exercised at a price of CAD$0.20 per share on November 22, 2024;

At the date of issuance of this MD&A, there were no outstanding stock options.

Audited Financial Results for the Year Ended 31 December 2024

To the Shareholders of Thor Explorations Ltd.

Opinion

We have audited the consolidated financial statements of Thor Explorations Ltd. and its subsidiaries (the "Group"), which comprise the consolidated statement of financial position as at December 31, 2024 and the consolidated statements of comprehensive income, changes in equity and cash flows for the year 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, 2024, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRS Accounting Standards).

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 judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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.

Carrying value of gold ore in stockpile and gold in process inventories

Description of the key audit matter

Refer to Note 4 - Critical accounting estimates and judgments and Note 6 - Inventory

The Group's gold ore stockpile and gold in process inventories amounted to $81.4 million as at December 31, 2024. The gold ore stockpile inventory represents mined ore material prior to being processed and the gold in process inventory represents material that is being treated in the processing plant at December 31, 2024 in order to extract the contained gold to process into a saleable product.

Management is required to make certain key estimates in order to determine the carrying value of these inventories. The key estimates made by management in the determination of the carrying value of the gold ore stockpile inventory relate to the associated density and volume of material contained in the stockpile inventory at December 31, 2024. The key estimates made by management in the determination

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

of the carrying value of the gold in process inventory are the weight and gold content of gold-bearing materials in the recovery process at December 31, 2024.

We considered this a Key Audit Matter due to the magnitude of the inventory balances and the judgment and estimates made by management in determining the carrying value of gold ore stockpile and gold in process inventories and the high degree of auditor judgment, subjectivity and efforts in performing procedures and evaluating audit evidence related its carrying value.

How the key audit matter was addressed in the audit

Our approach in addressing this matter included the following procedures, among others:

·  Obtained an understanding of management's inventory processes and controls pertaining to measurement, surveying and other reconciliations.

·    Obtained and evaluated management's models for the measurement of the carrying value of gold ore stockpile and gold in process, recalculating the mathematical accuracy and evaluating the methodology applied.

·     Evaluated the reasonableness of key estimates including the density and volume of material contained in the stockpile inventory and the weight and gold content of gold-bearing materials contained in the recovery process at December 31, 2024 by reconciling management's tonnage movement to third-party support, comparing management's estimate of weight and gold content used in the gold-in-process calculation to evidence of actual gold recovered throughout the year and to internal and external assay results.

·     Evaluated the work of management's experts over the volume and density of gold ore stockpile and their determination of the weight and gold content of gold-in-process inventory at December 31, 2024.  This evaluation included developing an understanding of the competence and capabilities of management's experts, evaluation of their methods and assumptions, tests of data used by management's experts and an evaluation of their findings.

Other matter

The consolidated financial statements of the Group for the year ended December 31, 2023 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on April 27, 2024.

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 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 IFRS Accounting Standards, 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 the 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 Mark Zastre.

BDO Canada LLP (signed)

Chartered Professional Accountants

Vancouver, British Columbia

April 7, 2025