Thor Mining : Corporate Governance Statement

This Corporate Governance Statement has been approved by the Board of Directors, and the effective date is 26 September 2016. The Board is committed to maintaining high standards of corporate governance. The Board has given consideration to the code provisions set out in the UK Corporate Governance Code (the "UK Code") issued by the Financial Conduct Authority ("FCA") and in accordance with the AIM Rules and ASX Listing Rules. Whilst the Company is not required to comply with the UK Code, the Company's corporate governance procedures take due regard of the principles of Good Governance set out in the UK Code in relation to the size and the stage of development of the Company. The Board has also given consideration to the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rdEdition). As required by ASX listing rule 4.10.3, the Corporate Governance Statement details the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. A separate disclosure is made where the Company has not followed a specific recommendation, together with the reasons and any alternative governance practice, as applicable.

With effect from 3 July 2016 the UK's civil market abuse regime was replaced by a new EU-wide regime through the new Market Abuse Regulation ("MAR"). The key regulatory implications from the introduction of MAR is that companies admitted to trading on the AIM Market of the London Stock Exchange ("AIM") are now subject to new rules and FCA's oversight in relation to inter alia the:

• control and disclosure of inside information;

• maintenance of insider lists; and

• regulation and disclosure of managers' dealings.

The Board implemented the necessary procedures to ensure compliance with the new MAR regulatory requirements, prior to the effective date of 3 July 2016. These procedures have been integrated into the Board's standard meeting agenda to ensure ongoing compliance.

The Board of Directors currently comprises of one Executive Chairman, and three Non-Executive Directors. The Directors are of the opinion that the Board comprises a suitable balance and that the recommendations of the UK Code have been implemented to an appropriate level. The Board, through the Chairman and the Chief Financial Officer in particular, maintains regular contact with its advisers, larger Shareholders and other market participants to ensure that it develops an understanding of the views of major shareholders. Shareholder queries are able to be lodged through the Company's website and all queries are actively encouraged at the Company's General Meetings. When appropriate, the Chairman of the Board presents a Company update at the General Meetings, encouraging questions during the presentation.

Background checks are undertaken for any individual that is proposed for an appointment to the position of Director or Company Secretary, for the first time. These background checks are also a requirement to ensure that the board remains appropriate for that of an AIM quoted company. Any

relevant information relating to candidates standing for election or re-election is provided to shareholders, including relevant skills and qualifications, details of other material directorships held, whether the candidate is expected to be independent, whether the candidates nomination is supported by the Board, and in the case of candidates standing for election for the first time, any adverse material from the background checks and any potential conflicts of interest, and in the case of candidates standing for re-election, their term of office currently served.

The Company has a written agreement with each director and senior executive setting out the terms of their appointment.

Upon the appointment of a new Director, the Board agrees an induction process with the new Director that is tailored to their individual needs.

The Board undertakes an annual review of its own performance and that of individual Directors. This includes an assessment of the relevance of the mix of skills of the Board against the current and future activities of the Company. Any identified gaps in the skills or knowledge of the Board, or individual Directors, form the basis for training and development provided to the Directors. A review of Board performance was last undertaken on 30 July 2015. Since that date, a significant refresh of the Board's composition has been undertaken, with three Directors resigning and two new Directors appointed during July and September 2016.

Whilst the Company does not have a formal nomination committee, it does formally consider board succession issues and whether the board has the appropriate balance of skills, knowledge, experience, independence and diversity. This evaluation is undertaken collectively by the Board, as part of the annual review of its own performance.

The Board considers that 50% of the Board are Independent Directors within the meaning of ASX Corporate Governance Recommendation 2.3. Directors are classified as Independent where they are not involved in the day to day management and decision making of the Company, and not associated with a substantial shareholder. Directors are often engaged to provide specific services relevant to their skills and knowledge. Where these additional services do not involve day to day management and decision making, there is no impact to their classification as 'Independent'. At present, the Board considers Messrs Heddle and Thomas to be Independent Directors.

Whilst the remaining directors, Mr M R Billing (Chairman) and Mr P Johnson are not independent, the Board believes that all the individuals on the Board make quality and independent judgements in the best interests of the Company on all issues. Any director having a conflict of interest in relation to a particular item of business must absent himself from the Board meeting before commencement of discussion on the topic.

ASX Corporate Governance Council recommendation 2.4, suggests that a majority of the Board should be independent Directors. The Company does not comply with recommendation 2.4. Since the resignation of an independent Director on 4 March 2016, the Board has comprised a reduced number of Directors. The Board consider four Directors to be appropriate to the existing governance

needs of the business while minimising overhead costs. While the Company continues to operate with this reduced number Directors, the Board believe an appropriate balance of Independence is achieved with 50% of Directors being independent, rather than a majority.

The Company does not comply with ASX Corporate Governance Council recommendation 2.5, which suggests that the Chairman of the Board should be an Independent Director and should not also occupy the role of CEO. Mr M R Billing, as Chairman, has also fulfilled the role of Chief Executive Officer of the Company following the departure of the former Chief Executive in June 2009. This has assisted the Company to manage overhead costs, and it is planned that Mr Billing continues in this role until progress with Company projects requires the appointment of a separate full time CEO. The Board otherwise protects its culture of openness and constructive challenge through maintaining a minimum of 50% Independent Directors.

Given the Company's dual listing on the ASX and AIM, it has joint company secretaries, one based in Australia and one based in the UK. The Company Secretarial role is important in supporting the effectiveness of the Board. As such, both Company Secretaries are accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the board. Each Director is able to communicate directly with either Company Secretary.

Thor is a mineral exploration and development company, with a focus on Tungsten and precious metals. The Company has an advanced tungsten/molybdenum project in the Northern Territory poised for development, a tungsten project in the US State of Nevada with potential exploration upside, and a gold exploration project. The Board seeks to increase shareholder value through systematically exploring and developing its resource portfolio. The Company's Directors are experienced in the mineral and finance sectors. Of the four Directors in office as at the date of this Corporate Governance Statement, the following table indicates the number of Directors having executive or senior management experience in each of the skills of most relevance to the Company's operations.

Refer to the most recent Annual Report available at the Company's website for an overview of the relevant skills and experience of each Director and their length of service as a Director.

The matters that the Board has specifically reserved for its decision are:

• appointments to the position of CEO and approval of the appointment of executives reporting directly to the CEO;

• approval of strategy and budgets of the Group;

• review and assess operational and financial performance, and the performance of the CEO;

• approval of all significant capital and non-capital expenditure;

• approval of any proposed financing arrangements;

• review & approval of documents (including the publication of reports and statements to shareholders) that are required by the Group's constitutional documents, by statute or by other external regulation.

The Board meets regularly throughout the year. A minimum of nine meetings are held per annum.

Both Company Secretaries are accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

Necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively, and all Directors have access to the advice of the Company's solicitors, and when required, to independent professional advice, at the Company's expense.

Whilst a separate Audit Committee has not been formed, the Company undertakes alternative procedures to verify and safeguard the integrity of the Company's corporate reporting, that are appropriate in the context of the current size and nature of the Company's operations:

• the full Board, in conjunction with the joint company secretaries, fulfils the functions of an Audit Committee and is responsible for ensuring that the financial performance of the Group is properly monitored and reported.

• in this regard, the Board is guided by a formal Audit Committee Charter which is available on the Company's website at www.thormining.com/aboutus#governance . The Charter includes consideration of the appointment and removal of external auditors, and partner rotation.

• The CEO, Mr Michael Billing, is a degree qualified Accountant with experience in company secretarial, senior commercial and CFO roles within the mining industry.

• Prior to the Board approving the Company's financial statements for a financial period, it receives a formal declaration from the CEO and CFO that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

• The external auditor attends the Company's Annual General Meeting, and is available to answer questions from security holders relevant to the audit.