Final Results and Notice of General Meeting
28/06/2024 16:20
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RNS Number : 4341U Bluejay Mining PLC 28 June 2024
28 June 2024
Bluejay Mining plc / Ticker: JAY / Market: AIM / Sector: Mining
Final Results for the year ended 31 December 2023 and Notice of General
Meeting
Bluejay Mining plc ('Bluejay' or the 'Company'), the AIM, FSE listed and
Pink-Market traded exploration and development company with projects in
Greenland and Finland, is pleased to announce Final Results for the year ended
31 December 2023 (the 'Year').
2023 Highlights
· Transformative board and management overhaul
· Strategic re-focus on Disko-Nuussuaq Kobold Joint Venture
· Release of 2022 airborne survey at Kangerluarsuk
· Massive cost-reduction initiative completed
· Participation in €5.6M AIMEX project in Finland
Post Period
· Placing to raise £1.2M
· Dundas Ilmenite Resource re-instatement
· Acquisition of Thule Sedimentary Hosted Copper Project
· Proposed acquisition of White Flame Energy and the Jameson Basin
Project
· Work completed on a new strategy of value creation with both new and
existing projects
Notice of General Meeting
Bluejay Mining plc, the AIM, FSE listed and Pink-Market traded exploration and
development company with projects in Greenland and Finland, is pleased to give
notice that a General Meeting ('GM') will be held on 16 July 2024 at 10:00am
at The Washington Mayfair Hotel, 5 Curzon Street, London, W1J 5HE. Copies of
the Notice of GM and the Form of Proxy will be posted to shareholders today
and available to view on the Company's website shortly.
Chairman Statement
As we look back on 2023, I am proud to address you at a pivotal moment in
Bluejay Mining PLC's journey. After a year that presented the company with
significant challenges, we concluded with decisive corporate renewal and a
revitalised focus on our strategic objectives.
Last year, the winds of change swept through our boardroom. In December, a
transformative board and management overhaul took place, which saw the
appointment of new, dedicated leaders including non-executive directors and a
fresh executive team. This bold move was essential to steer our company back
towards its core mission: unlocking the value within our significant portfolio
of new and existing mineral assets.
With a streamlined leadership, we sharpened our strategic focus, dedicating
ourselves to our flagship Disko-Nikkeli project, where we anticipate making a
transformative mineral discovery. Through our joint venture with KoBold
Metals, we are advancing a project that promises not just to enhance
shareholder value but also to contribute meaningfully to the global green
transition.
Operationally, we have taken significant steps to increase efficiency and
reduce costs. We have rigorously reviewed our expenses, cutting overheads and
honing our team to only necessary personnel without compromising on our
operational capabilities. This lean approach has positioned us to navigate the
complex and challenging environment of mineral exploration with agility and
precision.
During the year, we also recognised the importance of preserving shareholder
trust and funds. Thus, we recalibrated our strategy, concentrating on desktop
activities such as project divestments, ensuring that we direct our resources
toward the most promising opportunities. One important development was the
reclassification of the Dundas resource. The Dundas Ilmenite Project was
impacted by bad management decisions, poor planning, as well as the use of an
unsuitable drilling rig during a subsequent follow up drilling program in
2022, with the results made public in 2023. The impacts of this program are
now well understood by the new management of the Company and we are taking
steps to correct the resource and establish a path forward for the project.
Looking ahead, we continue to assess strategic acquisitions and project
advancements. We are ready to embrace opportunities that align with our
rigorous scientific and commercial criteria and will continue to make informed
decisions on project prioritisation to maximise returns.
In 2024, we anticipate a renewed momentum and the fruition of our strategic
initiatives. On behalf of the board, I extend our deepest gratitude for your
continued support and trust. Together, we are embarking on a journey of
discovery and development that holds promising prospects for our shared
future.
Financial
As we progress into 2024, Bluejay is moving forward from a position of renewed
strength and focus. The equity subscription of £1.2 million announced in
January has been judiciously applied to a comprehensive company-wide
restructure. This strategic overhaul has streamlined our workforce from twelve
to three core members, a change that was executed without compromising our
operational efficiency or our commitment to our projects.
The restructuring of Bluejay is now substantially complete, positioning us
with a lean and dynamic team, optimised for both agility and performance. This
recalibration is indicative of our responsive and prudent management, ensuring
that every resource is aligned with our core objectives.
Our financial strategy is designed to maintain a robust cash position,
allowing us the flexibility to meet our obligations and seize potential
acquisition opportunities. We are currently evaluating our resources with a
focus on long-term sustainability and growth. The Company remains vigilant in
its cash management practices, ensuring that we remain well-capitalised to act
decisively when opportunities present themselves.
On 31 July 2023, the Company sold its shareholding in Finnaust Mining Northern
Oy to AIM listed Metals One Plc. The consideration for this transaction
included £150,000 in cash and the allotment of 62,500,000 new ordinary shares
in Metals One Plc. The Company continues to hold a significant position in AIM
listed Metals One Plc, as well as its 100% ownership of Finnaust Mining
Finland Oy, the Finnish subsidiary that holds Outokumpu, Enonkoski and
Hammaslahti licences. The Company continues dialogue with a number of
interested parties in relation to these assets.
As we move forward, our focus remains steadfast on our key projects, where we
see significant potential for value creation. We are well-placed to continue
our journey of exploration and development, backed by a strong financial
foundation and a commitment to driving shareholder value.
Outlook
As we navigate through economic uncertainties, the strategic importance of
critical minerals to the global energy transition becomes more pronounced,
placing Bluejay in a vital role for a sustainable future. As per the
announcement dated 2 March 2022 ERMA's officially announced support for the
Greenland-based Dundas Ilmenite Project ('Dundas' or the 'Project') is
designed to facilitate a secure supply of Dundas ilmenite for end users
domiciled within the European Union. This potential aid package will create a
secure supply chain of titanium ore and concentrate for the European Union as
well as provide government supported infrastructure assistance and employment
for this remote part of the world. The endorsement from the European Raw
Materials Alliance (ERMA) for our Dundas project reaffirms the quality of the
Dundas ore and its standing as one of the highest grade mineral sands projects
globally. The Company is now working on the preparation of the 2024 and 2025
work programmes designed to progress both government engagement and project
development and looks forward to advising stakeholders of these activities in
due course. This will include additional metallurgical work, onsite
evaluations and sampling as well as government funding and assistance with
infrastructure studies.
Our operational bases are in politically stable, mining-friendly
jurisdictions, rich in mineral resources, ensuring the integrity of our
ownership rights and underpinning our confidence in achieving our objectives.
Our strategic alliances with significant global partners underscore our
commitment to securing a sustainable supply of critical minerals. The support
from the Greenlandic and Danish governments, collaborations with entities like
KoBold Metals, and agreements with an Asian Master Distribution partner for
Dundas, have enhanced our project portfolio.
The Company also announced post year end that it intends to expand the scope
of its corporate strategy to include the exploration and development of
helium, industrial gases, and hydrocarbons. The Company has proposed the
acquisition of White Flame Energy, an industrial gas and liquid hydrocarbon
project in the Jameson Land Basin. The Company believes this acquisition
represents fantastic value and is value accretive to all shareholders. We will
soon begin work to advance an option study to determine the optimal path for
drilling and development.
This expansion underscores the Company's commitment to innovation and growth
in the natural resources sector and maximising value for shareholders.
Recognising the increasing global demand for helium and industrial gases
across critical sectors such as healthcare, aerospace, and energy, Bluejay is
strategically positioned to capitalise on potential opportunities.
Our diverse project portfolio empowers us to adjust strategies effectively
when unexpected challenges arise, demonstrating the robustness of Bluejay's
assets.
I extend my gratitude to our supporters in Greenland and Finland and to our
shareholders for their belief in Bluejay's long-term vision. The collective
support from our communities, partners, and the dedicated Bluejay team has
paved the way for promising developments, particularly at Hammaslahti, as we
advance our projects and continue to derive value from our strategic
initiatives.
We look forward to the upcoming year with optimism, ready to elevate our
projects further up the value curve and continue to drive our strategic goals
to fruition.
Michael Hutchinson
Non-Executive Chairman
28 June 2024
Statement of Financial Position
As at 31 December 2023
Group Company
Note 31 December 2023 31 December 2022 31 December 2023 31 December 2022
£ £ £ £
Non-Current Assets
Property, plant and equipment 6 1,425,326 1,718,337 22,101 26,230
Intangible assets 7 31,237,336 31,850,128 - -
Fair value through profit and loss Equity Investments 8 1,656,250 - 1,656,250 -
Investment in subsidiaries 9 - - 42,558,878 43,016,524
Investment in Joint Venture 10 4,740,705 4,470,787 - -
39,059,617 38,039,252 44,237,229 43,042,754
Current Assets
Trade and other receivables 11 1,260,237 995,129 1,532,369 255,063
Cash and cash equivalents 12 200,700 1,996,957 17,550 1,366,568
1,460,937 2,992,086 1,549,919 1,621,631
Total Assets 40,520,554 41,031,338 45,787,148 44,664,385
Non-Current Liabilities
Deferred tax liabilities 13 496,045 496,045 - -
496,045 496,045 - -
Current Liabilities
Trade and other payables 14 647,882 524,286 521,285 281,589
647,882 524,286 521,285 281,589
Total Liabilities 1,143,927 1,020,331 521,285 281,589
Net Assets 39,376,627 40,011,007 45,265,863 44,382,796
Equity attributable to owners of the Parent
Share capital 15 7,506,658 7,492,041 7,506,658 7,492,041
Share premium 15 62,915,685 60,903,995 62,915,685 60,903,995
Other reserves 16 (6,528,838) (5,635,169) 1,215,519 1,377,303
Retained losses (24,516,878) (22,749,860) (26,371,999) (25,390,543)
Total Equity 39,376,627 40,011,007 45,265,863 44,382,796
The Company has elected to take the exemption under Section 408 of the
Companies Act 2006 from presenting the Parent Company Income Statement and
Statement of Comprehensive Income. The loss for the Company for the year ended
31 December 2023 was £1,023,812 (profit for year ended 31 December 2022:
£1,784,303).
Consolidated Income Statement
As at 31 December 2023
Continued operations Note Year ended 31 December Year ended 31 December
2023 2022
£ £
Revenue - -
Cost of sales 19 (213,523) (629,930)
Gross profit (213,523) (629,930)
Administrative expenses 19 (1,629,273) (1,886,271)
Impairment 7 (3,535,254) -
Share of (losses) from joint venture 10 (13,779) (71,956)
Increase in share of net assets on joint venture 10 283,697 2,457,596
Other gains / (losses) 8, 22 2,962,769 (112,533)
Foreign exchange gain (53,318) 103,543
Operating loss (2,198,681) (139,551)
Finance income 23 7,039 2,653
Other income 24 320,925 1,801,439
(Loss)/profit before income tax (1,870,717) 1,664,541
Tax credit 25 61,343 -
(Loss)/profit for the year attributable to owners of the Parent (1,809,374) 1,664,541
Basic and Diluted Earnings Per Share attributable to owners of the Parent 26 (0.16)p 0.16p
during the period (expressed in pence per share)
Consolidated Statement of Comprehensive Income
As at 31 December 2023
Year ended 31 December 2023 Year ended 31 December 2022
£ £
(Loss)/profit for the year (1,809,374) 1,664,541
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Currency translation differences (731,885) 1,493,125
Other comprehensive (losses)/income for the year, net of tax (2,541,259) 3,157,666
Total comprehensive (losses)/income attributable to owners of the Parent (2,541,259) 3,157,666
Consolidated Statement of Changes in Equity
As at 31 December 2023
Note Share capital Share premium Other reserves Retained losses Total
£ £ £ £ £
Balance as at 1 January 2022 7,484,355 55,705,882 (7,213,274) (24,448,172) 31,528,791
Profit for the year - - - 1,664,541 1,664,541
Other comprehensive income for the year
Items that may be subsequently reclassified to profit or loss
Currency translation differences - - 1,493,125 - 1,493,125
Total comprehensive income for the year - - 1,493,125 1,664,541 3,157,666
Issue of share capital 15 7,686 5,198,113 - - 5,205,799
Share based payments 16 - - 118,751 - 118,751
Expired options 16 - - (33,771) 33,771 -
Total transactions with owners, recognised directly in equity 7,686 5,198,113 84,980 33,771 5,324,550
Balance as at 31 December 2022 7,492,041 60,903,995 (5,635,169) (22,749,860) 40,011,007
Balance as at 1 January 2023 7,492,041 60,903,995 (5,635,169) (22,749,860) 40,011,007
Loss for the year - - - (1,809,374) (1,809,374)
Other comprehensive income for the year
Items that may be subsequently reclassified to profit or loss
Currency translation differences - - (731,885) - (731,885)
Total comprehensive income/(losses) for the year - - (731,885) (1,809,374) (2,541,259)
Issue of share capital 15 14,180 1,822,127 - - 1,836,307
Share based payments 16 437 189,563 - - 190,000
Expired options 16 - - (161,784) 42,356 (119,428)
Total transactions with owners, recognised directly in equity 14,617 2,011,690 (161,784) 42,356 1,906,879
Balance as at 31 December 2023 7,506,658 62,915,685 (6,528,838) (24,516,878) 39,376,627
Company Statement of Changes in Equity
As at 31 December 2023
Note Share capital Share premium Other reserves Retained losses Total equity
£ £ £ £ £
Balance as at 1 January 2022 7,484,355 55,705,882 1,292,323 (27,208,617) 37,273,943
Profit for the year - - - 1,784,303 1,784,303
Total comprehensive income for the year - - - 1,784,303 1,784,303
Issue of share capital 15 7,686 5,198,113 - - 5,205,799
Share based payments 16 - - 118,751 - 118,751
Expired options 16 - - (33,771) 33,771 -
Total transactions with owners, recognised directly in equity 7,686 5,198,113 84,980 33,771 5,324,550
Balance as at 31 December 2022 7,492,041 60,903,995 1,377,303 (25,390,543) 44,382,796
Balance as at 1 January 2023 7,492,041 60,903,995 1,377,303 (25,390,543) 44,382,796
Loss for the year - - - (1,023,812) (1,023,812)
Total comprehensive income for the year - - - (1,023,812) (1,023,812)
Issue of share capital 15 14,180 1,822,127 - - 1,836,307
Share based payments 16 437 189,563 - - 190,000
Expired options 16 - - (161,784) 42,356 (119,428)
Total transactions with owners, recognised directly in equity 14,617 2,011,690 (161,784) 42,356 1,906,879
Balance as at 31 December 2023 7,506,658 62,915,685 1,215,519 (26,371,999) 45,265,863
Statements of Cash Flows
As at 31 December 2023
Group Company
Note Year ended Year ended Year ended 31 December 2023 Year ended 31 December 2022
31 December 2023 31 December 2022 £ £
£ £
Cash flows from operating activities
(Loss)/profit after income tax (1,809,374) 1,664,541 (1,023,812) 1,784,303
Adjustments for:
Depreciation 349,792 369,714 15,401 19,312
(Gain)/Loss on sale of property plant and equipment (20,291) 1,362 2,153 -
Gain on sale of investment (4,298,312) - - -
Impairment of Asset 7 3,535,254 - - -
Share options expense 18 - 118,751 - 118,751
Share options forfeited 18 (119,428) - (119,428) -
Share based payments 16 190,000 - 190,000 -
Intercompany management fees - - (504,353) (542,446)
Share of losses from joint venture 10 13,779 71,956 - -
Increase in share of net asset 10 (283,697) (2,457,596) - -
Net finance (income) 23 (7,039) (2,653) (2,207,337) (807,919)
Foreign exchange loss/(gain) (40,642) 134,358 900,461 (2,049,375)
Fair value through profit and loss Equity Investments 8 1,468,750 - 1,468,750 -
R&D provision for prior year 25 (61,343) - (61,343) -
Proceeds from R&D tax credits 25 61,343 - 61,343 -
Changes in working capital:
Decrease/(Increase) in trade and other receivables 829,891 (760,747) 311,345 833,398
Increase/(Decrease) in trade and other payables 123,606 (108,718) 250,395 (65,420)
Net cash used in operating activities (67,711) (969,032) (716,425) (709,396)
Cash flows from investing activities
Purchase of property plant and equipment (101,240) (253,799) (13,425) (14,891)
Sale of investment 50,000 - - -
Sale of property, plant and equipment 30,808 47,149 - -
Cash disposed of in Sale of subsidiary (7,095) - - -
Purchase of intangible assets 7 (3,582,956) (4,744,690) - -
Interest received 9,367 4,888 5,877 4,859
Net loans granted to subsidiary undertakings - - (2,500,851) (5,654,746)
Net cash used in investing activities (3,601,116) (4,946,452) (2,508,399) (5,664,778)
Cash flows from financing activities
Proceeds from issue of share capital 1,930,580 5,379,999 1,930,580 5,379,999
Transaction costs of share issue (94,272) (174,200) (94,272) (174,200)
Proceeds from convertible loan notes 1,641,836 - 1,641,836 -
Repayment of convertible loan notes (1,601,973) - (1,601,973) -
Interest paid (450) (2,322) (366) (20)
Net cash generated from financing activities 1,875,721 5,203,477 1,875,805 5,205,779
Net (decrease) in cash and cash equivalents (1,793,106) (712,007) (1,349,019) (1,168,395)
Cash and cash equivalents at beginning of year 1,996,957 2,701,792 1,366,569 2,534,693
Exchange gain on cash and cash equivalents (3,151) 7,172 - 270
Cash and cash equivalents at end of year 200,700 1,996,957 17,550 1,366,568
Notes to the Financial Statements
As at 31 December 2023
1. General information
The principal activity of Bluejay Mining plc (the 'Company') and its
subsidiaries (together the 'Group') is the exploration and development of
precious and base metals. The Company's shares are listed on the AIM market of
the London Stock Exchange and the open market of the Frankfurt Stock Exchange,
as well as the OTC PINK in the US. The Company is incorporated and domiciled
in England.
The address of its registered office is 6 Heddon Street, London W1B 4BT.
2. Summary of significant Accounting Policies
The principal Accounting Policies applied in the preparation of these
Consolidated Financial Statements are set out below. These Policies have been
consistently applied to all the periods presented, unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in accordance
with UK-adopted International Accounting Standards (UK adopted IAS) in
accordance with the requirements of the Companies Act 2006. The Consolidated
Financial Statements have also been prepared under the historical cost
convention, except as modified for assets and liabilities recognised at fair
value on business combination.
The Financial Statements are presented in Pound Sterling rounded to the
nearest pound.
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Accounting
Policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the Consolidated
Financial Statements are disclosed in Note 4.
2.2. New and amended standards
i) New and amended standards mandatory for the first time for the financial
periods beginning on or after 1 January 2023
The International Accounting Standards Board (IASB) issued various amendments
and revisions to International Financial
Reporting Standards and IFRIC interpretations. The amendments and revisions
applicable for the period ended 31 December
2023 did not result in any material changes to the financial statements of the
Group or Company.
ii) New standards, amendments and interpretations in issue but not yet
effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet effective and have
not been early adopted are as follows:
Standard Impact on initial application Effective date
IAS 1 Classification of liabilities with covenants 1 January 2024
IFRS 16 (Amendments) Lease Liability in a Sale and Leaseback 1 January 2024
IFRS 7 Supplier finance arrangements 1 January 2024
IAS 7 Statement of cash flows 1 January 2024
IAS 21 The effects of changes in foreign exchange rates 1 January 2025
The Group is evaluating the impact of the new and amended standards above
which are not expected to have a material impact on the Group's results or
shareholders' funds
2.3. Basis of Consolidation
The Consolidated Financial Statements comprise the financial statements of the
Company and its subsidiaries made up to 31 December. Control is achieved when
the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its
power over the investee.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control.
a) Subsidiaries
Subsidiaries are entities over which the Group has control. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of
during the period are included in the consolidated financial statements from
the date the Group gains control until the date the Group ceases to control
the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within
the parent company financial statements. Where necessary, adjustments are made
to the financial statements of subsidiaries to bring the accounting policies
used in line with those used by other members of the Group. All significant
intercompany transactions and balances between Group enterprises are
eliminated on consolidation.
b) Joint Venture
A joint venture (JV) is a joint arrangement in which the parties that share
joint control have rights to the net assets of the arrangement. Joint
arrangements are accounted for using the equity method of accounting and are
initially recognised at cost. The considerations made in determining
significant influence or joint control are similar to those necessary to
determine control over subsidiaries. The aggregate of the Group's share of
profit or loss of the JV is shown on the face of the statement of profit or
loss and other comprehensive income as part of operating profit and represents
profit or loss after tax. The financial statements of the JV are prepared for
the same reporting period as the Group. When necessary, adjustments are made
to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is
necessary to recognise an impairment loss on its investment in the JV. At each
reporting date, the Group determines whether there is objective evidence that
the investment in the JV is impaired. If there is such evidence, the Group
calculates the amount of impairment as the difference between the recoverable
amount of the JV and it's carrying value, then recognises the loss as 'Share
of profit of a joint venture' in the statement of profit or loss and other
comprehensive income.
c) Reimbursement of the costs of the operator of the joint arrangement
When the Group, acting as lead operator or manager of a joint arrangement,
receives reimbursement of direct costs recharged to the joint arrangement,
such recharges represent reimbursements of costs that the operator incurred as
an agent for the joint arrangement and therefore have no effect on profit or
loss. When the Group charges a management fee (based on a fixed percentage of
total costs incurred for the year) to cover other general costs incurred in
carrying out the activities on behalf of the joint arrangement, it is not
acting as an agent. Therefore, the general overhead expenses and the
management fees are recognised in the statement of profit or loss and other
comprehensive income as an expense and income respectively. The amount of
income does not represent revenue from contracts with customers. Instead, it
represents income
from collaborative partners and hence is outside the scope of IFRS 15.
2.4. Going concern
The Consolidated Financial Statements have been prepared on a going concern
basis. The Group's business activities, together with the factors likely to
affect its future development, performance and position are set out in the
Chairman's Statement and the Strategic Report.
As at 31 December 2023, the Group had cash and cash equivalents of £200,700
and in January 2024, the Group raised £1.2 million. The Directors have
prepared cash flow forecasts to 30 June 2025 which take account of the cost
and operational structure of the Group and Parent Company, planned exploration
and evaluation expenditure, licence commitments and working capital
requirements. These forecasts indicate that the Group and Parent Company's
cash resources are not sufficient to cover the projected expenditure for the
period for a period of 12 months from the date of approval of these financial
statements. These forecasts indicate that the Group and Parent Company, in
order to meet their operational objectives, and meets their expected
liabilities as they fall due, will be required to raise additional funds
within the next 12 months.
In common with many exploration and evaluation entities, the Company will need
to raise further funds within the next 12 months in order to meet its expected
liabilities as they fall due, and progress the Group into definitive
feasibility and then into construction and eventual production of revenues.
The Directors are confident in the Company's ability to raise additional funds
as required, from existing and/or new investors, within the next 12 months.
The Company has demonstrated its access to financial resources, as evidenced
by the successful completion of a Placing in January 2024 with an equity
raising of £1.2 million.
Given the Group and Parent Company's current cash position and its
demonstrated ability to raise capital, the Directors have a reasonable
expectation that the Group and Parent Company has adequate resources to
continue in operational existence for the foreseeable future.
Notwithstanding the above, these circumstances indicate that a material
uncertainty exists that may cast significant doubt on the Group and Parent
Company's ability to continue as a going concern and, therefore, that the
Group and Parent Company may be unable to realise their assets or settle their
liabilities in the ordinary course of business. As a result of their review,
and despite the aforementioned material uncertainty, the Directors have
confidence in the Group and Parent Company's forecasts and have a reasonable
expectation that the Group and Parent Company will continue in operational
existence for the going concern assessment period and have therefore used the
going concern basis in preparing these consolidated and Parent Company
financial statements.
2.5. Segment reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker (CODM). The CODM, who
is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors that makes
strategic decisions.
Segment results include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
2.6. Foreign currencies
(a) Functional and presentation currency
Items included in the Financial Statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the 'functional currency'). The functional currency of the UK
parent entity and UK subsidiary is Pound Sterling, the functional currency of
the Finnish subsidiaries is Euros and the functional currency of the
Greenlandic subsidiaries is Danish Krone. The Financial Statements are
presented in Pounds Sterling which is the Company's functional and Group's
presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where such items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
period-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the income statement.
(c) Group companies
The results and financial position of all the Group entities (none of which
has the currency of a hyperinflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
· assets and liabilities for each period end date presented are
translated at the period-end closing rate;
· income and expenses for each Income Statement are translated at
average exchange rates (unless this average is not a reasonable approximation
of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the
transactions); and
· all resulting exchange differences are recognised in other
comprehensive income.
On consolidation, exchange differences arising from the translation of the net
investment in foreign entities, and of monetary items receivable from foreign
subsidiaries for which settlement is neither planned nor likely to occur in
the foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised in the
Income Statement as part of the gain or loss on sale.
2.7. Intangible assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it
determines that those assets will be successful in finding specific mineral
resources. Expenditure included in the initial measurement of exploration and
evaluation assets and which are classified as intangible assets relate to the
acquisition of rights to explore, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and activities
to evaluate the technical feasibility and commercial viability of extracting a
mineral resource. Capitalisation of pre-production expenditure ceases when the
mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost
Exploration and evaluation assets are not subject to amortisation, as such at
the year-end all intangibles held have an indefinite life but are assessed
annually for impairment. The assessment is carried out by allocating
exploration and evaluation assets to cash generating units ('CGU's'), which
are based on specific projects or geographical areas. The CGU's are then
assessed for impairment using a variety of methods including those specified
in IFRS 6.
Under IFRS 6, there are four indicators of impairment:
· The period for which the Company has the right to explore in the
specific area has expired during the period or will expire in the near future,
and is not expected to be renewed;
· Substantive expenditures on further exploration for and evaluation of
mineral resources in the specific area is neither budgeted or planned;
· Exploration for and evaluation of mineral resources in the specific
area have not led to the discovery of commercially viable quantities of
mineral resources and the Company has decided to discontinue such activities
in the specific area; and
· Sufficient data exists to indicate, that although a development in
the specific area is likely to proceed, the carrying amount of the exploration
and evaluation asset is unlikely to be recovered in full from successful
development or by sale.
Whenever the exploration for and evaluation of mineral resources in cash
generating units does not fulfil the requirements of IFRS 6 or lead to the
discovery of commercially viable quantities of mineral resources and the Group
has decided to discontinue such activities of that unit, the associated
expenditures are written off to the Income Statement.
Exploration and evaluation assets recorded at fair-value on business
combination
Exploration assets which are acquired as part of a business combination are
recognised at fair value in accordance with IFRS 3. When a business
combination results in the acquisition of an entity whose only significant
assets are its exploration asset and/or rights to explore, the Directors
consider that the fair value of the exploration assets is equal to the
consideration. Any excess of the consideration over the capitalised
exploration asset is attributed to the fair value of the exploration asset.
2.8. Investments in subsidiaries and joint venture
Investments in Group undertakings are stated at cost, which is the fair value
of the consideration paid, less any impairment provision.
Additional contributions by the JV Partner which increase the net assets in
the joint venture, are shown as "increase in share of net assets" in the
Income Statement. This is a non-cash adjustment and is to retain the Group's
ownership in the Joint Venture at 49%.
2.9. Property, plant and equipment
Property, Plant and equipment is stated at cost less accumulated depreciation
and any accumulated impairment losses. Depreciation is provided on all
property, plant and equipment to write off the cost less estimated residual
value of each asset over its expected useful economic life on a straight-line
basis at the following annual rates:
Office Equipment - 5 years
Machinery and Equipment - 5 to 15 years
Software - 2 years
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of the replaced part
is derecognised. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount. If an impairment review is conducted following an
indicator of impairment, assets which are not able to be assessed for
impairment individually are assessed in combination with other assets within a
cash generating unit.
Gains and losses on disposal are determined by comparing the proceeds with the
carrying amount and are recognised within 'Other (losses)/gains' in the Income
Statement.
2.10. Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not
ready to use, and goodwill, are not subject to amortisation and are tested
annually for impairment. Property, plant and equipment is reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair value less
costs to sell and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash generating units). Non-financial assets that
suffered impairment are reviewed for possible reversal of the impairment at
each reporting date.
2.11. Financial assets
(a) Classification
The Group classifies its financial assets at amortised cost and at fair value
through the profit or loss or OCI. The classification depends on the purpose
for which the financial assets were acquired. Management determines the
classification of its financial assets at initial recognition.
(b) Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade
date at cost - the date on which the Group commits to purchasing or selling
the asset. Financial assets are derecognized when the rights to receive cash
flows from the assets have expired or have been transferred, and the Group has
transferred substantially all of the risks and rewards of ownership.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised
cost or FVTOCI are measured at FVTPL.
Financial assets at FTVPL, 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.
(c) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all
debt instruments not held at fair value through profit or loss. ECLs are based
on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original EIR. The expected cash flows
will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has
not been a significant increase in credit risk since initial recognition, ECLs
are provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected
over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other
receivables due in less than 12 months, the Group applies the simplified
approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group
does not track changes in credit risk, but instead, recognises a loss
allowance based on the financial asset's lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are
90 days past due. However, in certain cases, the Group may also consider a
financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually occurs when
past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at
amortised cost are credit impaired. A financial asset is credit-impaired when
one or more events that have a detrimental impact on the estimated future cash
flows of the financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity.
On derecognition of a financial asset measured at amortised cost, the
difference between the asset's carrying amount and the sum of the
consideration received and receivable is recognised in profit or loss. This is
the same treatment for a financial asset measured at fair value through profit
or loss (FVTPL).
2.12. Financial liabilities
Financial liabilities are classified, at initial recognition, as financial
liabilities at fair value through profit or loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an effective
hedge, as appropriate. All financial liabilities are recognised initially at
fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs. The Group's financial liabilities
include trade and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as
described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial
liabilities held for trading and financial liabilities designated upon initial
recognition as at fair value through profit or loss. Financial liabilities are
classified as held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes derivative
financial instruments entered into by the Group that are not designated as
hedging instruments in hedge relationships as defined by IFRS 9. Separated
embedded derivatives are also classified as held for trading unless they are
designated as effective hedging instruments. Gains or losses on liabilities
held for trading are recognised in the statement of profit or loss and other
comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured
at amortised cost using the EIR method. Gains and losses are recognised in the
statement of profit or loss and other comprehensive income when the
liabilities are derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss
and other comprehensive income.
Derecognition
A financial liability is derecognised when the associated obligation is
discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference in the respective carrying amounts is recognised in
profit or loss and other comprehensive income.
A financial liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised
initially at fair value and subsequently at amortised cost.
2.13. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.14. Equity
Equity comprises the following:
· "Share capital" represents the nominal value of the Ordinary
shares;
· "Share Premium" represents consideration less nominal value of
issued shares and costs directly attributable to the issue of new shares;
· "Other reserves" represents the merger reserve, foreign currency
translation reserve, redemption reserve and share option reserve where;
o "Merger reserve" represents the difference between the fair value of an
acquisition and the nominal value of the shares allotted in a share exchange;
o "Foreign currency translation reserve" represents the translation
differences arising from translating the financial statement items from
functional currency to presentational currency;
o "Reverse acquisition reserve" represents a non-distributable reserve
arising on the acquisition of Finland Investments Limited;
o " Capital redemption reserve" represents a non-distributable reserve made
up of share capital;
o "Share option reserve" represents share options awarded by the group;
· "Retained earnings" represents retained losses.
2.15. Share capital, share premium and deferred shares
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity, as a
deduction, net of tax, from the proceeds provided there is sufficient premium
available. Should sufficient premium not be available placing costs are
recognised in the Income Statement.
Deferred shares are classified as equity. Deferred shares have no rights to
receive dividends, or to attend or vote at general meetings of the Company and
are only entitled to a return of capital after payment to holders of new
ordinary shares of £100,000 per each share held.
2.16. Share based payments
The Group operates a number of equity-settled, share-based schemes, under
which the Group receives services from employees or third party suppliers as
consideration for equity instruments (options and warrants) of the Group. The
fair value of the third party suppliers' services received in exchange for the
grant of the options is recognised as an expense in the Income Statement or
charged to equity depending on the nature of the service provided. The value
of the employee services received is expensed in the Income Statement and its
value is determined by reference to the fair value of the options granted:
· including any market performance conditions;
· excluding the impact of any service and non-market performance
vesting conditions (for example, profitability or sales growth targets, or
remaining an employee of the entity over a specified time period); and
· including the impact of any non-vesting
conditions.
The fair value of the share options and warrants are determined using the
Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about the number of
options that are expected to vest. The total expense or charge is recognised
over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each reporting period,
the entity revises its estimates of the number of options that are expected to
vest based on the non-market vesting conditions. It recognises the impact of
the revision to original estimates, if any, in the Income Statement or equity
as appropriate, with a corresponding adjustment to a separate reserve in
equity.
When the options are exercised, the Group issues new shares. The proceeds
received, net of any directly attributable transaction costs, are credited to
share capital (nominal value) and share premium when the options are
exercised.
2.17. Taxation
No current tax is yet payable in view of the losses to date although during
the year ended 31 December 2023, the Company received £61,343 in Research and
Development ("R&D") tax credits.
Deferred tax is recognised using the liability method in respect of temporary
differences arising from differences between the carrying amount of assets and
liabilities in the consolidated financial statements and the corresponding tax
bases used in the computation of taxable profit. However, deferred tax
liabilities are not recognised if they arise from the initial recognition of
goodwill; deferred tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets (including those arising from
investments in subsidiaries), are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary
differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences
arising from investments in subsidiaries only to the extent that it is
probable the temporary difference will reverse in the future and there is
sufficient taxable profit available against which the temporary difference can
be used.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the same taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted
or substantively enacted by the statement of financial position date and are
expected to apply to the period when the deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets and liabilities are not discounted.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk
(foreign currency risk, price risk and interest rate risk), credit risk and
liquidity risk. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group's financial performance. None of these risks are hedged.
Risk management is carried out by the London based management team under
policies approved by the Board of Directors.
Market risk
(a) Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the Euro,
Danish Krone and the British Pound. Foreign exchange risk arises from future
commercial transactions, recognised assets and liabilities and net investments
in foreign operations.
The Group negotiates all material contracts for activities in relation to its
subsidiaries in either British Pounds, Euros, USD or Danish Krone. The Group
does not hedge against the risks of fluctuations in exchange rates. The volume
of transactions is not deemed sufficient to enter into forward contracts as
most of the foreign exchange movements result from the retranslation of
intercompany loans. The Group has sensitised the figures for fluctuations in
foreign exchange rates, as the Directors acknowledge that, at the present
time, the foreign exchange retranslations have resulted in rather higher than
normal fluctuations which are separately disclosed and is predominantly due to
the exceptional nature of the Euro exchange rate in the last two years in the
current economic climate. Further detail is in note 3.3.
(b) Price risk
The Group is not exposed to commodity price risk as a result of its
operations, which are still in the exploration phase. The Directors will
revisit the appropriateness of this policy should the Group's operations
change in size or nature.
The Group has exposure to equity securities price risk, as it holds listed
equity investments.
Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding
receivables. Management does not expect any losses from non-performance of
these receivables. The amount of exposure to any individual counter party is
subject to a limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in
order to reduce exposure to credit risk.
Liquidity risk
In keeping with similar sized mineral exploration groups, the Group's
continued future operations depend on the ability to raise sufficient working
capital through the issue of equity share capital or debt. The Directors are
reasonably confident that adequate funding will be forthcoming with which to
finance operations. Controls over expenditure are carefully managed.
With exception to deferred taxation, financial liabilities are all due within
one year.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern, to enable the Group to continue its
exploration and evaluation activities, and to maintain an optimal capital
structure to reduce the cost of capital. In order to maintain or adjust the
capital structure, the Group may adjust the issue of shares or sell assets to
reduce debts.
At 31 December 2023 the Group had borrowings of £nil (31 December 2022:
£nil) and defines capital based on the total equity of the Company. The Group
monitors its level of cash resources available against future planned
exploration and evaluation activities and may issue new shares in order to
raise further funds from time to time.
Given the Group's level of debt versus its cash at bank and cash equivalents,
the gearing ratio is immaterial.
3.3. Sensitivity analysis
On the assumption that all other variables were held constant, and in respect
of the Group and the Company's expenses the potential impact of a 10%
increase/decrease in the UK Sterling:Euro and UK Sterling:DKK Foreign exchange
rates on the Group's loss for the period and on equity is as follows:
Potential impact on Euro expenses: 2023 (Loss)/profit before tax for the year ended Equity before tax for the year ended
31 December 2023 31 December 2023
Group Company Group Company
Increase/(decrease) in foreign exchange rate £ £ £ £
10% (1,806,238) (1,023,812) 39,827,251 45,265,863
-10% (1,812,524) (1,023,812) 38,926,003 45,265,863
Potential impact on DKK expenses: 2023 Loss before tax for the year ended Equity before tax for the year ended
31 December 2023 31 December 2023
Group Company Group Company
Increase/(decrease) in foreign exchange rate £ £ £ £
10% (1,867,325) (1,023,812) 39,944,064 45,265,863
-10% (1,751,437) (1,023,812) 38,809,190 45,265,863
4. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRS requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amount of expenses
during the period. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are regularly evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
Items subject to such estimates and assumptions, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial years, include but are not limited to:
Impairment of intangible assets - exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2023 of
£31,237,336 (2022: £31,850,128). Such assets have an indefinite useful life
as the Group has a right to renew exploration licences and the asset is only
amortised once extraction of the resource commences. Management tests for
impairment annually whether exploration projects have future economic value in
accordance with the accounting policy stated in Note 2.7. Each exploration
project is subject to an annual review by either a consultant or senior
company geologist to determine if the exploration results returned during the
period warrant further exploration expenditure and have the potential to
result in an economic discovery. This review takes into consideration long
term metal prices, anticipated resource volumes and supply and demand outlook.
In the event that a project does not represent an economic exploration target,
results indicate there is no additional upside a decision will be made to
discontinue exploration or impairment indicators under IFRS 6 are identified,
an impairment charge will then be recognised in the Income Statement.
Useful economic lives of property, plant and equipment
The annual depreciation charge for property, plant and equipment is sensitive
to changes in the estimated useful economic lives and residual values of the
assets, taking into account that the assets are not used throughout the whole
year due to the seasonality of the licence locations. The useful economic
lives and residual values are re-assessed annually. They are amended when
necessary to reflect current estimates, based on economic utilisation and the
physical condition of the assets. See note 6 for the carrying amount of the
property plant and equipment and note 2.9 for the useful economic lives for
each class of assets.
Share based payment transactions
The Group has made awards of options and warrants over its unissued share
capital to certain Directors as part of their remuneration package. Certain
warrants have also been issued to shareholders as part of their subscription
for shares and suppliers for various services received. In the year ended 31
December 2023, no share options were issued however during the year ended 31
December 2022, 17,000,000 share options were issued to Robert Edwards.
The valuation of these options and warrants involves making a number of
critical estimates relating to price volatility, future dividend yields,
expected life of the options and forfeiture rates. These assumptions have been
described in more detail in Note 18.
5. Segment information
Management has determined the operating segments based on reports reviewed by
the Board of Directors that are used to make strategic decisions. During the
period the Group had interests in three geographical segments: the United
Kingdom, Greenland and Finland. Activities in the UK are mainly administrative
in nature whilst the activities in Greenland and Finland relate to exploration
and evaluation work.
The Group had no turnover during the period.
2023 Greenland Finland UK Total
£ £ £ £
Revenue - - - -
Cost of sales 213,523 - - 213,523
Administrative expenses 548,395 131,464 949,414 1,629,273
Impairment - - 3,535,254 3,535,254
Share of earnings from joint venture 13,779 - - 13,779
Increase in share of net asset (283,697) - - (283,697)
Valuation losses on fair value through profit and loss equity investments - - 1,468,750 1,468,750
Other net gains (20,719) (4,365,970) (44,830) (4,431,519)
Foreign exchange - - 53,318 53,318
Finance expense (3,503) 1,975 (5,511) (7,039)
Other income (219,825) (101,100) - (320,925)
(Profit)/loss before tax per reportable segment 247,953 (4,333,631) 5,956,395 1,870,717
Additions to PP&E 87,815 - 13,425 101,240
Additions to intangible asset 2,875,772 707,184 - 3,582,956
Reportable segment assets 31,450,603 6,210,310 2,859,641 40,520,554
2022 Greenland Finland UK Total
£ £ £ £
Revenue - - - -
Cost of sales 624,214 5,716 - 629,930
Administrative expenses 676,106 230,347 979,818 1,886,271
Share of earnings from joint venture 71,956 - - 71,956
Increase in share of net asset (2,457,596) - - (2,457,596)
Other net gains 1,362 76 111,095 112,533
Foreign exchange - - (103,543) (103,543)
Finance expense 1,371 815 (4,839) (2,653)
Other income (1,641,536) (114,616) (45,287) (1,801,439)
(Profit)/loss before tax per reportable segment (2,724,123) 122,338 937,244 (1,664,541)
Additions to PP&E 238,908 - 14,891 253,799
Additions to intangible asset 4,634,039 110,651 - 4,744,690
Reportable segment assets 34,764,714 4,938,310 1,328,314 41,031,338
6. Property, plant and equipment
Group
Software Machinery & equipment Office equipment Total
£ £ £ £
Cost
As at 1 January 2022 53,817 3,203,738 76,155 3,333,710
Exchange Differences - 166,306 266 166,572
Additions 7,417 238,312 8,070 253,799
Disposals - (136,336) - (136,336)
As at 31 December 2022 61,234 3,472,020 84,491 3,617,745
As at 1 January 2023 61,234 3,472,020 84,491 3,617,745
Exchange Differences - (73,952) (2,666) (76,618)
Additions - 87,815 13,425 101,240
Disposals (43,819) (104,731) (45,539) (194,089)
As at 31 December 2023 17,415 3,381,152 49,711 3,448,278
Depreciation
As at 1 January 2022 45,381 1,432,010 53,940 1,531,331
Charge for the year 8,435 350,402 10,877 369,714
Disposals - (87,825) - (87,825)
Exchange differences - 85,839 349 86,188
As at 31 December 2022 53,816 1,780,426 65,166 1,899,408
As at 1 January 2023 53,816 1,780,426 65,166 1,899,408
Charge for the year 5,437 333,319 7,504 346,260
Disposals (43,819) (96,367) (43,386) (183,572)
Exchange differences - (39,144) - (39,144)
As at 31 December 2023 15,434 1,978,234 29,284 2,022,952
Net book value as at 31 December 2022 7,418 1,691,594 19,325 1,718,337
Net book value as at 31 December 2023 1,981 1,402,918 20,427 1,425,326
Depreciation expense of £346,260 (31 December 2022: £369,714) for the Group
has been charged in administration expenses.
Company
Software Office equipment Total
£ £ £
Cost
As at 1 January 2022 53,817 68,872 122,689
Additions 7,417 7,474 14,891
Disposals - - -
As at 31 December 2022 61,234 76,346 137,580
As at 1 January 2023 61,234 76,346 137,580
Additions - 13,425 13,425
Disposals (43,819) (45,539) (89,358)
As at 31 December 2023 17,415 44,232 61,647
Depreciation
As at 1 January 2022 45,381 46,657 92,038
Charge for the year 8,435 10,877 19,312
Disposals - - -
As at 31 December 2022 53,816 57,534 111,350
As at 1 January 2023 53,816 57,534 111,350
Charge for the year 5,437 9,964 15,401
Disposals (43,819) (43,386) (87,205)
As at 31 December 2023 15,434 24,112 39,546
Net book value as at 31 December 2022 7,418 18,812 26,230
Net book value as at 31 December 2023 1,981 20,120 22,101
Depreciation expense of £15,401 (31 December 2022: £19,312) for the Company
has been charged in administration expenses.
7. Intangible assets
Intangible assets comprise exploration and evaluation costs. Exploration and
evaluation assets are measured at cost. Once the pre-production phase has been
entered into, the exploration and evaluation assets will cease to be
capitalised and commence amortisation.
Group
Exploration & Evaluation Assets - Cost and Net Book Value 31 December 31 December
2023 2022
£ £
Cost
As at 1 January 40,723,713 36,796,174
Transfer of licence to JV - (2,085,147)
Additions 3,582,956 4,744,690
Disposal of Finnaust Mining Northern Oy (note 9) (2,877,609) -
Exchange differences (660,494) 1,267,996
As at year end 40,768,566 40,723,713
Provision for impairment
As at 1 January 8,873,585 8,873,585
Disposal of Finnaust Mining Northern Oy (note 9) (2,877,609) -
Impairments 3,535,254 -
As at year end 9,531,230 8,873,585
Net book value 31,237,336 31,850,128
In the year ended 31 December 2018, the Directors concluded that an impairment
charge of £2,877,609 was prudent in relation to the Finnaust Mining Northern
Oy exploration assets. The impairment charge was recognised as being the
difference between the fair value of the intangibles and the carrying amount.
On 31 July 2023, the Company sold the entirety of its shareholding in Finnaust
Mining Northern Oy to Metals One Plc and following the disposal, the
impairment charge was reversed (note 9).
The Dundas project in Greenland has a current JORC compliant mineral resource
of 29.7 million tonnes at 1.99% ilmenite (in-situ). Exploration projects in
Finland and the Disko project in Greenland are at an early stage of
development and there are no JORC (Joint Ore Reserves Committee) or non-JORC
compliant resource estimates available to enable value in use calculations to
be prepared. The Directors therefore undertook an assessment of the following
areas and circumstances that could indicate the existence of impairment:
· The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
· No further exploration or evaluation is planned or budgeted for;
· A decision has been taken by the Board to discontinue exploration
and evaluation in an area due to the absence of a commercial level of
reserves; or
· Sufficient data exists to indicate that the book value will not
be fully recovered from future development and production.
Further, following an in-depth assessment of deficiencies in the 2022 work
programs at Dundas, alongside consultations with various independent
consultants, the Company has determined that there is sufficient evidence to
warrant the reinstatement of the 2019 Mineral Resource Estimate (MRE) at the
Dundas Ilmenite Project. After joining the Company in late December 2023,
significant concerns were raised by the new management team regarding the
accuracy and representativeness of the 2023 MRE. This decision to reinstate
the 2019 MRE reflects the Company's well-informed position that the downgrade
in the 2023 MRE was the result of multiple factors, including the use of
unsuitable drilling methods. Post year end, the Company is now working on the
preparation of the 2024 and 2025 work programmes designed to progress both
government engagement and project development.
Following their assessment, the Directors concluded that an impairment charge
of £3,535,254 was prudent in relation to the Disko exploration assets,
Thunderstone and Kangerluarsuk, for the year ended 31 December 2023. The
impairment charge was recognised as being the difference between the fair
value of the intangibles and their carrying amounts. Disko will continue to
focus on the joint venture with Kobold Metals.
Following their assessment, the Directors concluded that no further impairment
charge was required as at 31 December 2023.
8. Fair Value Through Profit And Loss Equity Investments
During the year ended 31 December 2023, Bluejay received shares 62,500,000 new
Ordinary Shares in Metals One Plc following its admission to AIM.
£
1 January 2023 -
Additions at cost 3,125,000
Change in fair value recognised in profit and loss (1,468,750)
31 December 2023 1,656,250
Fair value through profit and loss equity investments include the following:
31 December 2023
£
Quoted:
Equity securities - United Kingdom 1,656,250
1,656,250
The fair value of quoted securities is based on published market prices of
£0.0265 as at 31 December 2023.
All assets and liabilities for which fair value is measured are categorised
within the fair value hierarchy. The fair value hierarchy prioritises the
inputs to valuation techniques used to measure fair value. The Group uses the
following hierarchy for determining and disclosing the fair value of financial
instruments and other assets and liabilities for which the fair value was
used:
· level 1: quoted prices in active markets for identical assets or
liabilities;
· level 2: inputs other than quoted prices included in level 1 that
are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
· level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The following tables set forth, by level, equity investments measured at fair
value on a recurring basis as 31 December 2023:
Quoted Prices in Active Markets for Identical Assets and Liabilities Significant Other Observable Inputs Significant Unobservable
(Level 1) Inputs
(Level 2) (Level 3)
31 December
2023 31 December 31 December
£ 2023 2023
£ £
Description
Equity securities:
31 December 2023 1,656,250 - -
9. Investments in subsidiary undertakings
Company
31 December 31 December
2023 2022
£ £
Shares in Group Undertakings
At beginning of period 558,342 558,342
At end of period 558,342 558,342
Loans to Group undertakings 42,000,536 42,458,182
Total 42,558,878 43,016,524
Investments in Group undertakings are stated at cost, which is the fair value
of the consideration paid, less any impairment provision.
Subsidiaries
Name of subsidiary Registered office address Country of incorporation and place of business Proportion of ordinary shares held by parent (%) Proportion of ordinary shares held by the Group (%) Nature of business
Centurion Mining Limited 6 Heddon Street, London, W1B 4BT United Kingdom 100% 100% Dormant
Centurion Universal Limited 6 Heddon Street, London, W1B 4BT United Kingdom 100% 100% Holding
Finland Investments Limited 6 Heddon Street, London, W1B 4BT United Kingdom 100% 100% Holding
FinnAust Mining Finland Oy ((1)) Kummunkatu 23, Finland Nil 100% Exploration
FI-83500 Outokumpu, Finland
Disko Exploration Limited 6 Heddon Street, London, W1B 4BT United Kingdom 100% 100% Exploration
Dundas Titanium A/S c/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, Greenland Greenland Nil 100% Exploration
((1)) On 31 July 2023, the Company sold the entirety of its shareholding in
Finnaust Mining Northern Oy to Metals One PLC ("Metals One"). The
consideration for this transaction is £150,000 in cash, due no later than 18
months and 1 day subsequent to the date of completion, the allotment of
62,500,000 new ordinary shares in Metals One for a total value of £3,125,000
with a further allotment of new ordinary shares, equating to £1,000,000 at
any time following completion and a warrant over 7,500,000 new ordinary shares
at an exercise price of £0.09 exercisable for a period of 5 years from
admission of Metals One to the AIM market.
All subsidiary undertakings are included in the consolidation.
The proportion of the voting rights in the subsidiary undertakings held
directly by the parent company do not differ from the proportion of ordinary
shares held.
10. Investments in Joint Venture
During the 2021 financial year, Disko Exploration Ltd entered into a joint
venture agreement with Kobold Metals to drill in Greenland for critical
materials used in electric vehicles. On 1 February 2022, the joint venture
company, Nikkeli Greenland AS ("Nikelli"), was incorporated and the specific
licence's were transferred to Nikkeli.
Proportion of ownership interest held
Name Registered office address Country of incorporation and place of business 31 December 2023 31 December 2022
Nikkeli Greenland A/S c/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, Greenland Greenland 49% 49%
2023 2022
£ £
At 1 January 4,470,787 -
Interest in joint venture - 2,085,147
Share of loss in joint venture (13,779) (71,956)
Increase in share of net asset 283,697 2,457,596
As at 31 December 4,740,705 4,470,787
Summarised financial information
2023 2022
£ £
Opening net assets 9,124,054 -
Additions in Exploration assets - 2,085,147
Additions in PPE 552,991 7,110,863
Loss for the period (13,779) (71,956)
Other comprehensive income - -
Foreign exchange differences 11,643 -
Closing net assets 9,674,909 9,124,054
Interest in joint venture at 49% 4,740,705 4,470,787
Carrying value 4,740,705 4,470,787
2023 2022
£ £
Revenues - -
(Loss) after tax from continuing operations (28,121) (146,850)
(28,121) (146,850)
2023 2022
£ £
Current assets 76,516 366,587
Non-current assets 9,598,393 8,928,292
Current liabilities - (170,825)
9,674,909 9,124,054
The financial statements of the JV are prepared for the same reporting period
as the Company. When necessary, adjustments are made to bring the accounting
policies in line with those of the Company (refer to note 2.3.b).
Increase in share of net assets is a non-cash adjustment to increase the
Company's ownership in the Joint Venture to 49% from additional contributions
by the JV Partner (refer to note 2.8).
Nikkeli Greenland A/S had no contingent liabilities or commitments as at 31
December 2023.
11. Trade and other receivables
Group Company
Current 31 December 31 December 31 December 31 December
2023 2022 2023 2022
£ £ £ £
Receivable from related party 39,107 873,666 - -
Amounts owed by Group undertakings - - 373,847 189,988
Prepayments 65,761 50,933 58,522 49,214
VAT receivable 19,281 31,109 - 10,702
Other receivables (note 9) 1,136,088 39,421 1,100,000 5,159
Total 1,260,237 995,129 1,532,369 255,063
Other receivables in both the Group and Company includes £1,100,000 of
consideration payable by Metals One Plc following the disposal, by the
Company, of Finnaust Mining Finland Oy during the year ended 31 December 2023
(note 9).
The fair value of all receivables is the same as their carrying values stated
above.
At 31 December 2023 all trade and other receivables were fully performing. No
ageing analysis is considered necessary as the Group has no significant trade
receivable receivables which would require such an analysis to be disclosed
under the requirements of IFRS 7. None of the amounts above are overdue or
impaired.
The carrying amounts of the Group and Company's trade and other receivables
are denominated in the following currencies:
Group Company
31 December 31 December 31 December 31 December
2023 2022 2023 2022
£ £ £ £
UK Pounds 1,182,628 821,767 1,532,369 255,063
Euros 56,100 25,353 - -
Danish Krone 21,509 148,009 - -
1,260,237 995,129 1,532,369 255,063
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above. The Group does not hold any
collateral as security.
12. Cash and cash equivalents
Group Company
31 December 31 December 31 December 31 December
2023 2022 2023 2022
£ £ £ £
Cash at bank and in hand 200,700 1,996,957 17,550 1,366,568
All the UK entities cash at bank is held with institutions with an AA- credit
rating. The Finland and Greenland entities cash at bank is held with
institutions whose credit rating is unknown.
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
Group Company
31 December 31 December 31 December 31 December
2023 2022 2023 2022
£ £ £ £
UK Pounds 92,906 1,835,746 17,550 1,366,568
Euros 53,304 35,197 - -
Danish Krone 36,625 126,014 - -
US Dollar 17,865 - - -
200,700 1,996,957 17,550 1,366,568
13. Deferred tax
An analysis of deferred tax liabilities is set out below.
Group Company
2023 2022 2023 2022
£ £ £ £
Deferred tax liabilities
- Deferred tax liability after more than 12 months 496,045 496,045 - -
Deferred tax liabilities 496,045 496,045 - -
During the year ended 30 June 2016, a deferred tax liability of £373,343
arose as a result of a fair value adjustment on the assets acquired and
liabilities assumed upon the acquisition of 60.37% of the share capital of
Bluejay Mining Limited on 8 March 2016.
During the year ended 31 December 2017, a deferred tax liability of £122,702
arose as a result of a fair value adjustment on the assets acquired and
liabilities assumed upon the acquisition of Disko Exploration Limited.
The Group has additional capital losses of approximately £8,550,740 (2022:
£8,661,772) and other losses of approximately £7,425,016 (2022: £6,955,765)
available to carry forward against future taxable profits. No deferred tax
asset has been recognised in respect of these tax losses because of
uncertainty over the timing of future taxable profits against which the losses
may be offset.
14. Trade and other payables
Group Company
31 December 31 December 31 December 31 December
2023 2022 2023 2022
£ £ £ £
Trade payables 250,040 141,615 344,120 172,378
Accrued expenses 268,050 256,439 164,092 98,361
Other creditors 129,792 126,232 13,073 10,850
647,882 524,286 521,285 281,589
Trade payables include amounts due of £90,048 (31 December 2022: £397,302)
in relation to exploration and evaluation activities.
The carrying amounts of the Group and Company's trade and other payables are
denominated in the following currencies:
Group Company
31 December 31 December 31 December 31 December
2023 2022 2023 2022
£ £ £ £
UK Pounds 338,529 63,649 363,765 120,065
Euros 123,161 132,952 3,082 27,461
Danish Krone 186,192 327,685 154,438 134,063
647,882 524,286 521,285 281,589
15. Share capital and premium
Group and Company Number of shares Share capital
31 December 2023 31 December 2022 31 December 2023 31 December 2022
Ordinary shares 1,195,885,079 1,049,714,747 119,588 104,971
Deferred shares 558,104,193 558,104,193 558,104 558,104
Deferred A shares 68,289,656,190 68,289,656,190 6,828,966 6,828,966
Total 70,043,645,462 69,897,475,130 7,506,658 7,492,041
Number of Ordinary shares Share capital Share premium Total
Issued at 0.01 pence per share £ £ £
As at 1 January 2022 972,857,613 97,285 55,705,882 55,803,167
Issue of new shares - 23 March 2022 ((1)) 76,857,134 7,686 5,198,113 5,205,799
As at 31 December 2022 1,049,714,747 104,971 60,903,995 61,008,966
As at 1 January 2023 1,049,714,747 104,971 60,903,995 61,008,966
Issue of new shares - 20 February 2023 5,800,000 580 - 580
Issue of new shares - 20 February 2023 3,798,911 380 179,620 180,000
Issue of new shares - 3 July 2023 ((2)) 74,285,707 7,429 1,234,298 1,241,727
Issue of new shares - 3 July 2023 571,429 57 9,943 10,000
Issue of new shares - 4 August 2023 1,714,285 171 29,829 30,000
Issue of new shares - 1 September 2023 ((3)) 60,000,000 6,000 558,000 564,000
As at 31 December 2023 1,195,885,079 119,588 62,915,685 63,035,273
(1) Includes issue costs of £174,200
(2) Includes issue costs of £58,272
(3) Includes issue costs of £36,000
2022
On 23 March 2022, the Company issued and allotted 76,857,134 new Ordinary
Shares at a price of 7 pence per share.
2023
On 20 February 2023, the Company issued and allotted 5,800,000 new Ordinary
Shares at nominal value and 3,798,911 new Ordinary Shares at a price of 5
pence per share.
On 3 July 2023, the Company issued and allotted 74,285,707 new Ordinary Shares
at a price of 1.75 pence per share and 571,429 new Ordinary Shares at a price
of 1.75 pence per share in lieu of fees.
On 4 August 2023, the Company issued and allotted 1,714,285 new Ordinary
Shares at a price of 1.75 pence per share.
On 1 September 2023, the Company issued and allotted 60,000,000 new Ordinary
Shares at a price of 1 pence per share.
Deferred Shares (nominal value of 0.1 pence per share) Number of Deferred shares Share capital
£
As at 1 January 2022 558,104,193 558,104
As at 31 December 2022 558,104,193 558,104
As at 1 January 2023 558,104,193 558,104
As at 31 December 2023 558,104,193 558,104
Number of Deferred A shares Share capital
Deferred A Shares (nominal value of 0.1 pence per share) £
As at 1 January 2022 68,289,656,190 6,828,966
As at 31 December 2022 68,289,656,190 6,828,966
As at 1 January 2023 68,289,656,190 6,828,966
As at 31 December 2023 68,289,656,190 6,828,966
16. Other reserves
Group
Merger reserve Foreign currency translation reserve Reverse acquisition reserve Redemption reserve Share option reserve Total
£ £ £ £ £ £
At 1 January 2022 166,000 (434,596) (8,071,001) 364,630 761,693 (7,213,274)
Currency translation differences - 1,493,125 - - - 1,493,125
Expired Options - - - - (33,771) (33,771)
Issued Options - - - - 118,751 118,751
At 31 December 2022 166,000 1,058,529 (8,071,001) 364,630 846,673 (5,635,169)
At 1 January 2023 166,000 1,058,529 (8,071,001) 364,630 846,673 (5,635,169)
Currency translation differences - (731,885) - - - (731,885)
Forfeited options - - - - (119,428) (119,428)
Expired Options - - - - (42,356) (42,356)
At 31 December 2023 166,000 326,644 (8,071,001) 364,630 684,889 (6,528,838)
17. Financial Instruments by Category
Group 31 December 2023 31 December 2022
Amortised cost FVTP Total Amortised cost FVTP Total
Assets per Statement of Financial Performance £ £ £ £ £ £
Trade and other receivables (excluding prepayments) 194,476 1,000,000 1,194,476 944,196 - 944,196
Cash and cash equivalents 200,700 - 200,700 1,996,957 - 1,996,957
395,176 1,000,000 1,395,176 2,941,153 - 2,941,153
Group 31 December 2023 31 December 2022
Amortised cost Total Amortised cost Total
Liabilities per Statement of Financial Performance £ £ £ £
Trade and other payables (excluding non-financial liabilities) 647,882 647,882 524,286 524,286
647,882 647,882 524,286 524,286
Company 31 December 2023 31 December 2022
Amortised cost FVTP Total Amortised cost FVTP Total
Assets per Statement of Financial Performance £ £ £ £ £ £
Trade and other receivables (excluding prepayments) 473,847 1,000,000 1,473,847 205,849 - 205,849
Cash and cash equivalents 17,550 - 17,550 1,366,568 - 1,366,568
491,397 1,000,000 1,491,397 1,572,417 - 1,572,417
Company 31 December 2023 31 December 2022
Amortised cost Total Amortised cost Total
Liabilities per Statement of Financial Performance £ £ £ £
Trade and other payables (excluding non-financial liabilities) 521,285 521,285 281,591 281,591
521,285 521,285 281,591 281,591
18. Share based payments
The Company has established a share option scheme for Directors, employees and
consultants to the Group. Share options and warrants outstanding and
exercisable at the end of the period have the following expiry dates and
exercise prices:
Options & Warrants
Grant Date Expiry Date Exercise price in £ per share 31 December 2023 31 December 2022
23 July 2019 23 July 2023 0.10 - 5,200,000
23 July 2019 23 July 2023 0.15 - 5,200,000
23 July 2019 23 July 2023 0.20 - 5,600,000
10 July 2020 30 July 2025 0.10 4,400,000 4,400,000
10 July 2020 30 July 2025 0.15 1,100,000 1,100,000
15 February 2021 15 February 2025 0.15 11,000,000 11,000,000
15 February 2021 15 February 2025 0.20 11,000,000 11,000,000
15 February 2021 15 February 2025 0.25 11,000,000 11,000,000
24 October 2022 1 October 2023 0.10 - 1,500,000
24 October 2022 1 October 2024 0.15 - 3,000,000
24 October 2022 1 October 2025 0.20 - 4,500,000
24 October 2022 1 October 2026 0.25 - 8,000,000
38,500,000 71,500,000
The Company and Group have no legal or constructive obligation to settle or
repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined using the
Black Scholes valuation model. The parameters used are detailed
below:
2019 Options 2019 Options 2019 Options 2020 Options
Granted on: 23/7/2019 23/7/2019 23/7/2019 10/7/2020
Life (years) 4 years 4 years 4 years 5 years
Share price (pence per share) 7.45p 7.45p 7.45p 6.16p
Risk free rate 0.5% 0.5% 0.5% 0.5%
Expected volatility 21.64% 21.64% 21.64% 30.24%
Expected dividend yield - - - -
Marketability discount 20% 20% 20% 20%
Total fair value (£000) 31 5 1 31
2020 Options 2021 Options 2021 Options 2021 Options
Granted on: 10/7/2020 15/2/2021 15/2/2021 15/2/2021
Life (years) 5 years 4 years 4 years 4 years
Share price (pence per share) 6.16p 9.20p 9.20p 9.20p
Risk free rate 0.5% 0.5% 0.5% 0.5%
Expected volatility 30.24% 61.47% 30.24% 61.47%
Expected dividend yield - - - -
Marketability discount 20% 20% 20% 20%
Total fair value (£000) 5 270 173 213
2022 Options 2022 Options 2022 Options 2022 Options
Granted on: 24/10/2022 24/10/2022 24/10/2022 24/10/2022
Life (years) 1 year 2 years 4 years 3 years
Share price (pence per share) 5.3p 5.3p 5.3p 5.3p
Risk free rate 3.26% 3.26% 3.26% 3.26%
Expected volatility 69.64% 69.64% 69.64% 69.64%
Expected dividend yield - - - -
Marketability discount 20% 20% 20% 20%
Total fair value (£000) 6,178 16,043 66,107 30,423
The expected volatility of the options is based on historical volatility for
the six months prior to the date of granting.
The risk-free rate of return is based on zero yield government bonds for a
term consistent with the option life.
A reconciliation of options and warrants granted over the year to 31
December 2023 is shown below:
2023 2022
Number Weighted average exercise price (£) Number Weighted average exercise price (£)
Outstanding at beginning of period 71,500,000 0.1888 57,275,000 0.1830
Expired (17,500,000) 0.1469 (1,025,000) 0.1650
Forfeited (15,500,000) 0.2161 (1,750,000) 0.1786
Granted - - 17,000,000 0.2058
Outstanding as at period end 38,500,000 0.1969 71,500,000 0.1888
Exercisable at period end 38,500,000 0.1969 71,500,000 0.1888
2023 2022
Range of exercise prices (£) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years) Weighted average exercise price (£) Number of shares Weighted average remaining life expected (years) Weighted average remaining life contracted (years)
0.05 - 2.00 0.1969 38,500,00 1.1943 1.1943 0.1888 71,500,000 1.9887 1.9887
During the period there was a credit of £119,428 (2022: charge £118,751) in
respect of share options.
19. Expenses by nature
Group
Year ended Year ended
31 December 31 December
2023 2022
£ £
Cost of Sales
Exploitation licence fees 161,642 624,214
Other 51,881 5,716
Total cost of sales 213,523 629,930
Administrative expenses
Employee expenses 421,869 495,425
Establishment expenses 39,625 70,184
Travel & subsistence 21,756 50,182
Professional & consultancy fees 765,716 573,035
IT & Software 24,644 25,671
Insurance 74,962 101,223
Depreciation 349,792 369,714
Share option expense - 118,751
Share option credit (119,428) -
Other expenses 50,337 82,086
Total administrative expenses 1,629,273 1,886,271
Services provided by the Company's auditor and its associates
During the year, the Group (including overseas subsidiaries) obtained the
following services from the Company's auditors and its associates:
Group
Year ended 31 December Year ended 31 December
2023 2022
£ £
Fees payable to the Company's auditor and its associates for the audit of the 72,500 67,751
Parent Company and Consolidated Financial Statements
Fees payable to the Company's auditor for other services 670 2,000
20. Employee benefit expense
Group Company
Staff costs (excluding Directors) Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2023 2022 2023 2022
£ £ £ £
Salaries and wages 210,446 186,994 297,520 128,618
Social security costs 40,447 38,191 38,905 34,753
Retirement benefit costs 3,640 11,324 3,640 11,324
Other employment costs 16,220 75,693 468 -
270,753 312,202 340,533 174,695
The average monthly number of employees for the Group during the year was 14
(year ended 31 December 2022: 13) and the average monthly number of employees
for the Company was 7 (year ended 31 December 2022: 6).
Of the above Group staff costs, £252,313 (year ended 31 December 2022:
£105,459) has been capitalised in accordance with IFRS 6 as exploratory
related costs and are shown as an intangible addition in the year.
21. Directors' remuneration
Year ended 31 December 2023
Short-term benefits Post-employment benefits Share based payments Total
Accruals
£ £ £ £ £
Executive Directors
Robert Edwards (1) 60,185 57,669 2,658 - 120,512
Bo Møller Stensgaard (1) 122,733 - - - 122,733
Eric Sondergaard (2) - 1,107 - - 1,107
( )
Non-executive Directors
Peter Waugh (1) 10,000 14,000 222 - 24,222
Michael Hutchinson 12,500 - - - 12,500
Roderick McIllree (2) - 553 - - 553
Harry Ansell (2) - 1,383 - - 1,383
Troy Whittaker (2) 553 553
205,418 75,265 2,880 - 283,563
For the year ending 31 December 2023, a further £2,118 was paid to Bo
Stensgaard during his non-directorship employment in the year.
(1) Resigned on 19 December 2023
(2) Appointed on 19 December 2023
Year ended 31 December 2022
Short-term benefits Post-employment benefits Share based payments Total
£ £ £ £
Executive Directors
Roderick McIllree (3) 200,212 9,250 - 209,462
Robert Edwards (4) 19,067 587 118,751 138,405
Bo Møller Stensgaard 198,000 - - 198,000
Eric Sondergaard (5) 200,466 - - 200,466
Non-executive Directors
Johannus Hansen (6) 24,167 - - 24,167
Peter Waugh 24,000 533 - 24,533
Michael Hutchinson 40,000 - - 40,000
705,912 10,370 118,751 835,033
For the year ending 31 December 2022, a further £13,408 was paid to Eric
Sondergaard during his non-directorship employment in the year.
(3) Resigned on 22 June 2022
(4) Appointed on 24 October 2022
(5) Appointed 27 January 2022; resigned 2 November 2022
(6) Resigned 26 October 2022
Of the above Group directors' remuneration, £129,567 (31 December 2022:
£522,689) has been capitalised in accordance with IFRS 6 as exploratory
related costs and are shown as an intangible addition in the year.
The above figures do not include employer portion of NIC. Directors NIC for
the year ending 31 December 2023 was £9,292 (31 December 2022: £28,747).
These have been included in Note 20.
Details of fees paid to Companies and Partnerships of which the Directors
detailed above are Directors and Partners have been disclosed in Note 28.
The remuneration of Directors and key executives is determined by the
remuneration committee having regard to the performance of individuals and
market trends.
22. Other gain/(losses)
Group
Year ended Year ended
31 December 31 December
2023 2022
£ £
Gain/(loss) on disposal of property, plant and equipment 20,291 (22,739)
Gain on disposal of Finnaust Mining Northern Oy (Note 9) 4,296,421 -
Valuation (losses) on fair value through profit and loss equity investments (1,468,750) -
(Note 8)
Other gains/(losses) 114,807 (89,794)
Other gain/(losses) 2,962,769 (112,533)
23. Finance income
Group
Year ended Year ended
31 December 31 December
2023 2022
£ £
Interest income from cash and cash equivalents 7,039 2,653
Finance Income 7,039 2,653
24. Other Income
Group
Year ended Year ended
31 December 31 December
2023 2022
£ £
Income from related parties 281,247 1,641,536
Other income 39,678 159,903
Other Income 320,925 1,801,439
Nikkeli Greenland A/S, joint venture company, was invoiced £224,141 during
the year ended 31 December 2023 (31 December 2022: £1,641,536) for management
services provided
25. Income tax expense
No charge to taxation arises due to the losses incurred.
The tax on the Group's loss before tax differs from the theoretical amount
that would arise using the weighted average tax rate applicable to the losses
of the consolidated entities as follows:
Group
Year ended Year ended
31 December 2023 31 December 2022
£ £
(Loss)/profit before tax (1,870,717) 1,664,541
Tax at the applicable rate of 25.08% (2022: 16.75%) (469,251) 278,871
Effects of:
Expenditure not deductible for tax purposes 88,198 63,453
Depreciation in excess of/(less than) capital allowances 111,032 42,261
Net tax effect of losses carried forward 331,364 (384,585)
Tax (charge)/refund 61,343 -
The R&D tax credit is based on specific projects undertaken and claims
submitted to HMRC. The reclaim for 2022, totalling of £61,343, was recognised
and paid during the year ended 31 December 2023. Research and development tax
credits are recognised upon receipt of payment from HMRC.
The weighted average applicable tax rate of 25.08% (2022: 16.75%) used is a
combination of the 25% standard rate of corporation tax in the UK, 20% Finnish
corporation tax and 25% Greenlandic corporation tax.
The Group has a potential deferred income tax asset of approximately
£1,231,872 (2022: £900,508) due to tax losses available to carry forward
against future taxable profits. The Company has tax losses of approximately
£7,425,016 (2022: £6,955,765) available to carry forward against future
taxable profits. No deferred tax asset has been recognised on accumulated tax
losses because of uncertainty over the timing of future taxable profits
against which the losses may be offset.
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the
UK, introducing a global minimum effective tax rate of 15%. The legislation
implements a domestic top-up tax and a multinational top-up tax, effective
for accounting periods starting on or after 31 December 2023. However, this
legislation does not apply to the Group in the financial year beginning 1
January 2024 as its consolidated revenue does not meet the legislation
requirements of being greater than €750m in two of the four
preceding years, the group will continue to monitor the legislation in future
years.
26. Earnings per share
Group
The calculation of the total basic earnings per share of (0.16) pence (31
December 2022: 0.16 pence) is based on the loss attributable to equity holders
of the parent company of £1,809,374 (31 December 2022: profit £1,664,541)
and on the weighted average number of ordinary shares of 1,117,083,397 (31
December 2022: 1,032,448,213) in issue during the year.
In accordance with IAS 33, basic and diluted earnings per share are identical
for the Group as the effect of the exercise of share options would be to
decrease the earnings per share. Details of share options that could
potentially dilute earnings per share in future periods are set out in Note
18.
27. Commitments
License commitments
As at 31 December 2023, Bluejay owned 7 mineral exploration licenses and one
exploitation licence in Greenland. Licence 2015/08, 2020/114 and 2021/08 is a
part of the Dundas project and licences 2011/31, 2020/03, 2020/06, and 2020/22
are part of the Disko projects, Thunderstone and Kangerluarsuk, in Greenland.
These licences include commitments to pay annual licence fees and minimum
spend requirements.
As at 31 December 2023 these are as follows:
Group
Group License fees Minimum spend requirement Total
£ £ £
Not later than one year 83,642 2,180,278 2,263,920
Later than one year and no later than five years 234,706 13,102,713 13,337,419
Total 318,348 15,282,991 15,601,339
28. Related party transactions
Loans to/(from) Group undertakings
Amounts receivable as a result of loans granted to/(from) subsidiary
undertakings are as follows:
Company
31 December 31 December
2023 2022
£ £
Finland Investments Ltd (4,390,218) -
FinnAust Mining Finland Oy (Note 9) 9,279,549 8,278,416
Centurion Mining Limited 345 345
Dundas Titanium A/S 32,139,516 29,470,669
Disko Exploration Limited 4,971,344 4,708,752
At 31 December (Note 9) 42,000,536 42,458,182
Loans granted to subsidiaries have increased during the year due to additional
loans being granted to the subsidiaries, and foreign exchange loss of
£941,103 (31 December 2022: £2,049,375), given that no loans were repaid
during the year.
These amounts are unsecured and repayable in Euros and Danish Krone on demand
from the Company.
All intra Group transactions are eliminated on consolidation.
Other transactions
The Group defines its key management personnel as the Directors of the Company
as disclosed in the Directors' Report.
PMW Consultancy Services, operated by Peter Waugh as a sole trader, was paid a
fee of £8,000 for the year ended 31 December 2023 (31 December 2022:
£42,000) for consulting services to the Company. There was a balance of £nil
owing at year end (31 December 2022: £5,000).
Egholm Consult, operated by Johannus Hansen, was paid a fee of £nil for the
year ended 31 December 2023 (31 December 2022: £10,500) for consulting
services to the Company. There was a balance of £nil owing at year end (31
December 2022: £nil).
Nikkeli Greenland A/S, joint venture company, was invoiced £224,141 during
the year ended 31 December 2023 (31 December 2022: £1,641,536) for management
services provided. There was a balance of £nil receivable at year end (31
December 2022: £873,666). Nikelli Greenland A/S show this balance as part of
their contributed capital.
29. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
30. Events after the reporting date
On 30 January 2024, the Company issued 150,145,715 Ordinary Shares at a price
of 0.4 pence per share. On 6 February 2024, the Company issued 149,854,285
Ordinary Shares at a price of 0.4 pence per share and 10,178,810 Ordinary
Shares at a price of 0.71 pence per share in lieu of Directors Settlement
fees.
On 20 June 2024, the Company announced it had reached agreement with the major
shareholder of White Flame Energy Ltd ("White Flame") to purchase the Company
in two tranches. Subject to receiving the required acceptances from the
balance of the White Flame shareholders, the Company will initially acquire up
to 51% of the issued share capital of White Flame and will be granted a 3 year
option to acquire the remaining 49% on the same terms.
For further information please visit http://www.bluejaymining.com
(http://www.bluejaymining.com) or contact:
Eric Sondergaard Bluejay Mining plc enquiry@bluejaymining.com
Ewan Leggat / Adam Cowl SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
(Nominated Adviser and Broker)
Tim Blythe / Megan Ray / Said Izagaren BlytheRay +44 (0) 20 7138 3205
(Media Contact)
About Bluejay Mining plc
Bluejay is listed on the London AIM market and Frankfurt Stock Exchange and
its shares also trade on the Pink Market in the US. With multiple projects in
Greenland and Finland, Bluejay offers both portfolio and commodity
diversification focused on base and precious metals in Tier 1 jurisdictions.
Bluejay, through its wholly owned subsidiary Disko Exploration Ltd., has
signed a definitive Joint Venture Agreement with KoBold Metals to guide
exploration for new deposits rich in the critical materials required for the
green energy transition and electric vehicles (the Disko-Nuussuaq
nickel-copper-cobalt-PGE Project). This project is Bluejay's primary focus.
Disko Exploration Ltd holds two additional projects in Greenland - the 692 sq
km Kangerluarsuk zinc-lead- silver project, where historical work has
recovered grades of up to 45.4% zinc, 9.3% lead and 596 g/t silver; and the
920 sq km Thunderstone project which has the potential to host large-scale
base metal and gold deposits. Bluejay also owns 100% of the fully permitted
Dundas Ilmenite Project under its subsidiary Dundas Titanium A/S in northwest
Greenland.
In Finland, Bluejay currently holds three large scale multi-metal projects
through its wholly owned subsidiary FinnAust Mining Finland Oy. The Company
has identified multiple drill ready targets at the Enonkoski
nickel-copper-cobalt project in East Finland. Bluejay's Hammaslahti
copper-zinc-gold-silver project hosts high-grade VMS mineralisation and
extensions of historical ore lodes have been proven. The drill ready Outokumpu
copper-nickel-cobalt-zinc-gold-silver project is located in a prolific
geological belt that hosts several high-grade former mines. In August 2023,
Bluejay successfully divested its Black Schist Projects in Finland to Metals
One plc in a transaction worth £4.125 million (Bluejay currently owns c. 29%
of the issued ordinary share capital of AIM listed Metals One plc).
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