RNS Number : 8834J
Beowulf Mining PLC
23 May 2025
23 May 2025
Beowulf Mining plc
("Beowulf" or the "Company")
Audited Financial Results for the year ended 31 December 2024 and Notice of Annual General Meeting
Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, announces its audited financial results for the year ended 31 December 2024 (the "Period").
The Annual Report and Accounts will be tabled to shareholders at the 2025 Annual General Meeting ("AGM") of the Company. The 2024 Annual Report and the Notice of AGM and Form of Proxy will shortly be posted to those shareholders who have requested a copy and will be available on the Company's website (https://beowulfmining.com/).
The AGM of the Company will be held at 11:00 on Tuesday 24th June 2025 at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT, United Kingdom.
The Company encourages shareholders to submit their voting instructions in advance by proxy whether or not they intend to attend. The "Notes" section of the Notice of AGM provides details on how to vote for Shareholders and holders of Swedish Depository Receipt.
Shareholders are invited to submit questions to the Board on matters to be discussed at the AGM in advance. Questions can be submitted by email to co-sec@oneadvisory.london by 11:00 a.m. (BST) on 20 June 2025.
Enquiries:
Beowulf Mining plc
Ed Bowie, Chief Executive Officer ed.bowie@beowulfmining.com
Evli Plc
(Swedish financial adviser)
Mikkel Johannesen / Lars Olof Nilsson Tel: +46 (0) 73 147 0013
SP Angel
(Nominated Adviser & Joint Broker)
Ewan Leggat / Stuart Gledhill / Adam Cowl Tel: +44 (0) 20 3470 0470
Alternative Resource Capital
(Joint Broker)
Alex Wood Tel: +44 (0) 20 7186 9004
BlytheRay
Tim Blythe / Megan Ray Tel: +44 (0) 20 7138 3204
Cautionary Statement
Statements and assumptions made in this document with respect to the Company's current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of Beowulf. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to , (i) changes in the economic, regulatory and political environments in the countries where Beowulf operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) Beowulf's continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) metal prices, particularly as regards iron ore. In the light of the many risks and uncertainties surrounding any mineral project at an early stage of its development, the actual results could differ materially from those presented and forecast in this document. Beowulf assumes no unconditional obligation to immediately update any such statements and/or forecast.
CHAIRMAN'S STATEMENT
Dear Shareholders,
I am pleased to introduce the Annual Report for 2024.
The Company has continued to make excellent progress at its two core assets. At the Kallak project, significant progress has been made with the PFS. Metallurgical test-work has demonstrated that Kallak has the potential to produce a market-leading concentrate that should command a significant premium as the steel industry continues towards decarbonisation. Other elements of the PFS have been concluded or significantly advanced including the mineral processing, site infrastructure and waste management. Preparation for the Environmental Permit application has also continued apace with the initiation of the public consultation process. It was a personal pleasure and honour to attend the town-hall meeting in Jokkmokk led by Kallak Project Director, Dmytro Siergieiev, and the Jokkmokk Iron team, supported by our consultants. Engaging with the local community is critical to the future success of the project to enable us to ensure that Kallak is developed into a world class modern mine for the benefit of all stakeholders.
The conclusion of the GAMP PFS in Finland following the year end marks a major milestone for Grafintec. The project has demonstrated the potential to produce battery grade CSPG, reduce energy costs and reagent usage and deliver extremely robust economics. We continue to review optimal sites for the GAMP and progress with the EIA ahead of the environmental permit application. The next phase of development for the GAMP is to undertake pilot testing and complete a Definitive Feasibility Study ("DFS"). In parallel we are continuing to engage with a number of potential strategic partners.
In Kosovo and on our Nordic exploration licences, we have continued to develop and refine exploration targets through low-cost mapping and surface sampling. With the focus on advancing our core assets, we are continuing discussions with a number of potential joint venture partners including both large and intermediate mining companies.
On 8 May 2025, we announced that we had successfully raised SEK 28.1 million (approximately £2.2 million) before transaction related costs in new equity to advance the Company's assets. The objective continues to be to demonstrate the technical and economic viability of our assets, as we have demonstrated with the GAMP PFS, and ultimately unlock their underlying value. The market has been challenging but the Company and its assets continue to make significant strides and I remain confident that with the support of our shareholders and stakeholders, the future for Beowulf is bright.
I would like to thank our shareholders and stakeholders for their continuing support.
J Röstin
Non-Executive Chairman
22 May 2025
CONSOLIDATED INCOME STATEMENT
2024
2023
Note
£
£
Continuing operations
Administrative expenses
(1,658,763)
(2,501,263)
Impairment of exploration assets
8
(72,563)
(350,158)
Operating loss
(1,731,326)
(2,851,421)
Finance costs
3
(61,334)
(197,724)
Finance income
3
3,404
7,923
Grant income
6
3,561
96,750
Fair value loss on listed investment
10
(3,313)
-
Recovery of impairment on listed investment
-
6,563
Loss before tax
(1,789,008)
(2,937,909)
Tax expense
5
-
-
Loss for the year
(1,789,008)
(2,937,909)
Loss attributable to:
Owners of the parent
(1,771,325)
(2,863,959)
Non-controlling interests
15
(17,683)
(73,950)
(1,789,008)
(2,937,909)
Loss per share attributable to the ordinary equity holder of the parent:
Basic and diluted (pence)
7
(5.13)
(13.20)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2024
2023
Note
£
£
Loss for the year
(1,789,008)
(2,937,909)
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Exchange losses arising on translation of foreign operations
(958,163)
(196,950)
(958,163)
(196,950)
Total comprehensive loss
(2,747,171)
(3,134,859)
Total comprehensive loss attributable to:
Owners of the parent
(2,709,387)
(3,032,416)
Non-controlling interests
15
(37,784)
(102,443)
(2,747,171)
(3,134,859)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Company Number 02330496
Note
2024
2023
£
£
ASSETS
NON-CURRENT ASSETS
Intangible assets
8
16,023,022
14,873,326
Property, plant and equipment
9
56,685
87,755
Investments held at fair value through profit or loss
10
3,250
6,563
Loans and other financial assets
11
5,138
5,209
Right-of-use assets
12
48,333
63,158
16,136,428
15,036,011
CURRENT ASSETS
Trade and other receivables
13
192,512
152,004
Cash and cash equivalents
14
881,349
905,555
1,073,861
1,057,559
TOTAL ASSETS
17,210,289
16,093,570
EQUITY
SHAREHOLDERS' EQUITY
Share capital
16
12,356,927
11,571,875
Share premium
18
29,878,404
27,141,444
Capital contribution reserve
18
46,451
46,451
Share based payment reserve
18
1,124,131
903,766
Merger reserve
18
425,497
137,700
Translation reserve
18
(2,395,934)
(1,457,872)
Accumulated losses
18
(24,764,054)
(23,235,514)
16,671,422
15,107,850
Non-controlling interests
15
-
514,430
TOTAL EQUITY
16,671,422
15,622,280
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
19
508,124
433,662
Lease liabilities
20
20,727
22,575
Borrowings
21
-
-
528,851
456,237
NON-CURRENT LIABILITIES
Lease liabilities
20
10,016
15,053
10,016
15,053
TOTAL LIABILITIES
538,867
471,290
TOTAL EQUITY AND LIABILITIES
17,210,289
16,093,570
The financial statements were approved and authorised for issue by the Board of Directors on 22 May 2025 and were signed on its behalf by:
Mr Ed Bowie - Director
COMPANY STATEMENT OF FINANCIAL POSITION
Company Number 02330496
Note
2024
2023
£
£
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
9
723
964
Investments in subsidiaries
10
4,093,692
3,961,315
Investments held at fair value through profit or loss
10
3,250
6,563
Loans and other financial assets
11
14,995,747
12,839,865
19,093,412
16,808,707
CURRENT ASSETS
Trade and other receivables
13
20,150
49,155
Cash and cash equivalents
14
714,339
794,909
734,489
844,064
TOTAL ASSETS
19,827,901
17,652,771
EQUITY
SHAREHOLDERS' EQUITY
Share capital
16
12,356,927
11,571,875
Share premium
18
29,878,404
27,141,444
Capital contribution reserve
18
46,451
46,451
Share based payment reserve
18
1,124,131
903,766
Merger reserve
18
425,497
137,700
Accumulated losses
18
(24,127,038)
(22,276,683)
TOTAL EQUITY
19,704,372
17,524,553
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
19
123,529
128,218
Borrowings
21
-
-
TOTAL LIABILITIES
123,529
128,218
TOTAL EQUITY AND LIABILITIES
19,827,901
17,652,771
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent Company is not presented as part of these financial statements. The parent Company's loss for the financial year was £1,956,618 (2023: loss of £2,959,228).
These financial statements were approved and authorised for issue by the Board of Directors on 22 May 2025 and were signed on its behalf by:
Mr Ed Bowie - Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Note
Share capital £
Sharepremium £
Capital contribution reserve £
Share based payment reserve £
Mergerreserve £
Translation reserve £
Accumulated losses £
Totals £
Non - controlling interests £
Total equity £
At 1 January 2023
8,317,106
24,689,311
46,451
516,098
137,700
(1,289,415)
(20,323,414)
12,093,837
568,732
12,662,569
Loss for the year
-
-
-
-
-
-
(2,863,959)
(2,863,959)
(73,950)
(2,937,909)
Foreign exchange translation
-
-
-
-
-
(168,457)
-
(168,457)
(28,493)
(196,950)
Total comprehensive income
-
-
-
-
-
(168,457)
(2,863,959)
(3,032,416)
(102,443)
(3,134,859)
Transactions with owners
Issue of share capital
3,254,769
3,654,829
-
-
-
-
-
6,909,598
-
6,909,598
Cost of issue
-
(1,202,696)
-
-
-
-
-
(1,202,696)
-
(1,202,696)
Equity-settled share-based payment transactions
17
-
-
-
387,668
-
-
-
387,668
-
387,668
Step up interest in subsidiary
10
-
-
-
-
-
-
(48,141)
(48,141)
48,141
-
At 31 December 2023
11,571,875
27,141,444
46,451
903,766
137,700
(1,457,872)
(23,235,514)
15,107,850
514,430
15,622,280
Loss for the year
-
-
-
-
-
-
(1,771,325)
(1,771,325)
(17,683)
(1,789,008)
Foreign exchange translation
-
-
-
-
-
(938,062)
-
(938,062)
(20,101)
(958,163)
Total comprehensive income
-
-
-
-
-
(938,062)
(1,771,325)
(2,709,387)
(37,784)
(2,747,171)
Transactions with owners
Issue of share capital
732,725
3,657,859
-
-
-
-
-
4,390,584
-
4,390,584
Cost of issue
-
(920,899)
-
-
-
-
-
(920,899)
-
(920,899)
Issue of share capital for acquisition of NCI
52,327
-
-
-
287,797
-
-
340,124
-
340,124
Equity-settled share-based payment transactions
17
-
-
-
326,628
-
-
-
326,628
-
326,628
Step up interest in subsidiary
10
-
-
-
-
-
-
136,522
136,522
(476,646)
(340,124)
Transfer on lapse of options
-
-
-
(106,263)
-
106,263
-
-
-
At 31 December 2024
12,356,927
29,878,404
46,451
1,124,131
425,497
(2,395,934)
(24,764,054)
16,671,422
-
16,671,422
The nature and purpose of the reserves are detailed in Note 18.
COMPANY STATEMENT OF CHANGES IN EQUITY
Note
Share capital £
Sharepremium £
Capital contribution reserve £
Share based payment reserve £
Mergerreserve £
Accumulated losses £
Total equity £
At 1 January 2023
8,317,106
24,689,311
46,451
516,098
137,700
(19,317,455)
14,389,211
Loss for the year
-
-
-
-
-
(2,959,228)
(2,959,228)
Total comprehensive income
-
-
-
-
-
(2,959,228)
(2,959,228)
Transactions with owners
Issue of share capital
3,254,769
3,654,829
-
-
-
-
6,909,598
Cost of issue
-
(1,202,696)
(1,202,696)
Equity-settled share-based payment transactions
17
-
-
-
387,668
-
-
387,668
At 31 December 2023
11,571,875
27,141,444
46,451
903,766
137,700
(22,276,683)
17,524,553
Loss for the year
-
-
-
-
-
(1,956,618)
(1,956,618)
Total comprehensive income
-
-
-
-
-
(1,956,618)
(1,956,618)
Transactions with owners
Issue of share capital
732,725
3,657,859
-
-
-
-
4,390,584
Cost of issue
-
(920,899)
-
-
-
-
(920,899)
Issue of share capital for acquisition of NCI
52,327
-
-
-
287,797
-
340,124
Equity-settled share-based payment transactions
17
-
-
-
326,628
-
-
326,628
Transfer on lapse of options
-
-
-
(106,263)
-
106,263
-
At 31 December 2024
12,356,927
29,878,404
46,451
1,124,131
425,497
(24,127,038)
19,704,372
CONSOLIDATED STATEMENT OF CASH FLOWS
2024
2023
Note
£
£
Cash flows from operating activities
Loss before income tax
(1,789,008)
(2,937,909)
Depreciation of property, plant and equipment
4
26,127
43,276
Amortisation of right-of-use assets
12
37,205
29,478
Equity-settled share-based transactions
17
326,628
387,668
Impairment of exploration costs
4
72,563
350,158
Loss on disposal of property, plant and equipment
9
778
643
Gain on disposal of right of use assets
-
(58)
Finance income
3
(3,404)
(7,923)
Finance cost
3
61,334
197,724
Grant income
6
-
(96,750)
Fair value loss on listed investment
10
3,313
-
Unrealised foreign exchange losses
102,813
86,637
Recovery of impairment on listed investment
-
(6,563)
(1,161,651)
(1,953,619)
(Increase)/decrease in trade and other receivables
(39,177)
61,395
Increase/(decrease) in trade and other payables
8,545
(277,400)
Net cash used in operating activities
(1,192,283)
(2,169,624)
Cash flows from investing activities
Purchase of intangible assets
8
(2,265,113)
(2,308,473)
Purchase of property, plant and equipment
9
-
(7,052)
Initial payments for right of use assets
(6,108)
(33,121)
Grant receipt
6
152,941
96,750
Interest received
3
3,404
7,923
Net cash used in investing activities
(2,114,876)
(2,243,973)
Cash flows from financing activities
Proceeds from issue of shares
4,246,105
4,373,056
Payment of share issue costs
16
(776,421)
(704,587)
Lease principal
20
(24,945)
(21,228)
Lease interest paid
20
(2,187)
(2,420)
Proceeds from borrowings, net of issue costs
21
723,881
-
Repayment of loan principal
21
(699,172)
-
Interest paid
21
(59,147)
-
Net cash generated from financing activities
3,408,114
3,644,821
Increase/(decrease) in cash and cash equivalents
100,955
(768,776)
Cash and cash equivalents at beginning of year
905,555
1,776,556
Effect of foreign exchange rate changes
(125,161)
(102,225)
Cash and cash equivalents at end of year
881,349
905,555
Major non-cash transactions
On 9 April 2024, the Company acquired 100% of the share capital of Vardar Minerals Limited in exchange for shares in the Company. The fair value of the consideration was £340,124.
COMPANY STATEMENT OF CASH FLOWS
2024
2023
Note
£
£
Cash flows from operating activities
Loss before income tax
(1,956,618)
(2,959,228)
Expected credit losses
11
467,651
1,001,537
Equity-settled share-based transactions
202,611
321,534
Depreciation of property, plant and equipment
9
241
233
Loss on disposal of property, plant and equipment
-
643
Impairment of investments in subsidiaries
10
331,764
-
Finance income
3
(3,207)
(7,655)
Finance cost
3
59,147
195,304
Fair value loss on listed investment
10
3,313
-
Unrealised foreign exchange losses
102,813
86,637
Recovery of impairmenton listed investment
-
(6,563)
(792,285)
(1,367,558)
Decrease/(increase) in trade and other receivables
29,007
4,129
(Decrease)/increase in trade and other payables
(4,689)
(88,052)
Net cash used in operating activities
(767,967)
(1,451,481)
Cash flows from investing activities
Loans to subsidiaries
11
(2,633,108)
(2,757,113)
Interest received
3,207
7,655
Financing of subsidiary
10
-
(250,000)
Purchase of property, plant and equipment
-
(1,006)
Net cash used in investing activities
(2,629,901)
(3,000,464)
Cash flows from financing activities
Proceeds from issue of shares
4,246,105
4,373,056
Payment of share issue costs
16
(776,421)
(704,587)
Proceeds from borrowings, net of issue costs
21
723,881
-
Repayment of loan principal
21
(699,172)
-
Interest paid
21
(59,147)
-
Net cash from financing activities
3,435,246
3,668,469
Decrease in cash and cash equivalents
37,378
(783,476)
Cash and cash equivalents at beginning of year
794,909
1,667,840
Effect of foreign exchange rate changes
(117,948)
(89,455)
Cash and cash equivalents at end of year
714,339
794,909
Non-cash transactions
Non-cash transactions are as disclosed in the Group Statement of Cash Flow.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Material accounting policy information
Nature of operations
Beowulf Mining plc (the "Company") is domiciled in England. The Company's registered office is 201 Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT. These consolidated financial statements comprise the Company and its subsidiaries (collectively the "Group" and individually "Group companies"). The Group is engaged in the acquisition, exploration and evaluation of natural resources assets and has not yet generated revenues.
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below:
Going concern
As at 31 December 2024, the Group had a cash balance of £0.88 million (2023: £0.91 million) and the Company had a cash balance of £0.71 million (2023: 0.79 million).
On 21 March 2025, in conjunction with the Company's right issue, the Company entered into a short-term bridging loan of SEK 10 million (approx. £740k) with the underwriters of the rights issue to ensure that the Company has sufficient financial resources to continue advancing its projects ahead of the right issue being finalised. The bridging loan accrues interest of 1.5% per 30-day period, is subject to a 5% administrative charge and is repayable on 30 June 2025. The bridging loan is due to be repaid using part of the proceeds from the capital raise on the right issue, noted below.
On 8 May 2025 the Company announced the completion of the capital raise with a total of £2.2 million (SEK 28.1 million) gross raised to fund the development of the Company's assets through their next key valuation milestones. The net funds raised after the loan repayment and share issue transaction costs are £1.0 million (see note 28).
Therefore, at the date of this report, based on management prepared cashflow forecasts, further funding will be required within the next 12 months to allow the Group and Company to realise its assets and discharge its liabilities in the normal course of business. There are currently no agreements in place and there is no certainty that the funds will be raised within the appropriate timeframe. These conditions indicate the existence of a material uncertainty which may cast significant doubt over the Group's and the Company's ability to continue as going concerns and therefore, the Group and the Company may be unable to realise their assets and discharge their liabilities in the normal course of business. The Directors will continue to explore funding opportunities at both asset and corporate levels. The Directors have a reasonable expectation that funding will be forthcoming based on their past experience and therefore believe that the going concern basis of preparation is deemed appropriate and as such the financial statements have been prepared on a going concern basis. The financial statements do not include any adjustments that would result if the Group and the Company were unable to continue as going concerns.
Basis of preparation
The consolidated and individual Company financial statements have been prepared in accordance with UK adopted international accounting standards. The policies have been consistently applied to both the parent Company and Group. The financial statements are presented in GB Pounds Sterling. They are prepared on the historical cost basis or the fair value basis where the fair valuing of relevant assets and liabilities has been applied.
Merger relief under s612 of the Companies Act 2006 removes the requirement to credit the share premium account and where the conditions are met, the relief must be applied. However, it allows the investment to be accounted for at the nominal value of the shares issued or the fair value of the consideration. Where the investment is to be recorded at fair value, then the credit will be to the merger relief reserve.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. Material accounting policy information (continued)
The conditions to qualify for merger relief are:
· the consideration for shares in another company includes issued shares;
· on completion of the transaction, the company issuing the shares will have secured at least a 90% equity holding in the other company.
Merger relief was applied in acquisition of Grafintec and Vardar, in which the Company obtained 100% of the share capital of Grafintec and Vardar for shares issued by the Company. Further details of these acquisitions are outlined in note 10.
New standards, amendments and interpretations
Standards and interpretations adopted during the year
Information on new standards, amendments and interpretations that are relevant to the Group and Company annual report and accounts is provided below:
· Amendments to IAS 1 Presentation of Financial Statements (Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants)
· Amendments to IFRS 16 Leases (Lease Liability in a Sale and Leaseback)
· Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures (Supplier Finance Arrangements)
The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these new standards and amendments and they did not have a material impact.
Standards, amendments and interpretations that are not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2025:
· Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates (Lack of Exchangeability)
The following amendments are effective for the period beginning 1 January 2026:
· Amendments to IFRS 9 Financial Instruments (Amendments to the Classification and Measurement of Financial Instruments)
· Amendments to IFRS 9 and IFRS 7 (Contracts Referencing Nature-dependent Electricity)
The following amendments are effective for the period beginning 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements
· IFRS 19 Subsidiaries Without Public Accountability
Beowulf Mining Plc is currently assessing the impact of these new accounting standards and amendments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for income and expenses during the year and the amounts reported for assets and liabilities at the balance sheet date. However, the nature of estimation means that the actual outcomes could differ from those estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the revision is made.
Sources of estimation and uncertainty
Exploration assets
The Pitkäjärvi licence was renewed in 2021, expired on 26 April 2024 with a further extension granted on 26 June 2024. However, this was appealed but on 9 April 2025, the Eastern Finland Administrative Court rejected the appeal.
The licences for Mitrovica and Viti expired on 27 January 2024. New licence applications were submitted, and confirmation of receipt was provided on 22 February 2024, which remain subject to approval. With the licence applications formally lodged with ICMM, no other party may apply for licences over the same area.
Management considers that in the in majority of cases the conditions have been met and are confident applications or renewals will be accepted by receiving authorities. Therefore, no impairment is considered necessary.
The Board has considered the impairment indicators as outlined in the Group's accounting policies and having done so is of the opinion that no impairment provisions are required for Group's main assets, Kallak, Aitolampi, Mitrovica and Viti.
The licence for Karhunmäki was not renewed when it expired on 12 December 2024 and therefore has been fully impaired in the year (see note 8).
Development costs
Expenditure incurred on internal development projects is capitalised as an intangible asset to the extent that the technical, commercial and financial feasibility can be demonstrated by the Group. The Group have assessed that the GAMP project reached the development phase following the completion of the PFS in July 2023 and therefore all costs have been capitalised from this date. Management consider the carrying amount to be less than the recoverable amount of the asset and therefore no impairment is considered necessary.
Valuation of share-based payments
Accounting for some equity-settled share-based payment awards required the use of valuation models to estimate the future share price performance of the Company. These models require the Directors to make assumptions regarding the share price volatility, risk free rate and expected life of awards in order to determine the fair values of the awards at grant date (see note 17).
Expected credit losses
The Company, in applying the ECL model under IFRS 9, must make assumptions when implementing the forward-looking ECL model. This model is required to be used to assess the intercompany loans receivable from subsidiaries for impairment.
Estimations were made regarding the credit risk of the counterparty and the underlying probability of default in each of the credit loss scenarios. The scenarios identified by management included Production, Divestment, Fire-sale and Failure. These scenarios considered technical data, necessary licences to be awarded, the Company's ability to raise finance, and ability to sell the project. A reasonable change in the probability weightings of both the downside scenarios of failure and fire-sale of 3% would result in further impairment of £923,585 (2023: £789,297).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. Material accounting policy information (continued)
Basis of consolidation
(i) Subsidiaries and acquisitions
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (and its subsidiaries) made up to 31 December each year. Control is recognised where an investor is exposed, or has rights, to variable returns from its investment with the investee, and has the ability to affect these returns through its power over the investee.
The results of subsidiaries acquired or disposed of during the year are included in the statement of comprehensive income from the effective date of acquisition, or up to the effective date of disposal, as appropriate.
Non-controlling interests in subsidiaries are presented separately from the equity attributable to equity owners of the parent Company. When changes in ownership in a subsidiary do not result in a loss of control, the non-controlling shareholders' interests are initially measured at the non-controlling interests' proportionate share of the subsidiaries net assets. Subsequent to this, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity. When the subsidiary is fully consolidated, the difference of the carrying amount of the non-controlling interest and the consideration paid is recognised directly in equity, attributable to the parent (Refer to note 15). Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.
(ii) Transactions eliminated on consolidation
Intra-Group balances and any unrealised gains and losses or income and expenses arising from intra-Group transactions are eliminated in preparing the consolidated financial statements.
Intangible assets - deferred exploration costs
All costs incurred prior to the application for the legal right to undertake exploration and evaluation activities on a project are expensed as incurred. Each asset is evaluated annually at 31 December, to determine whether there are any indications that impairment exists.
Exploration and evaluation costs arising following the application and granting of the legal right, are capitalised on a project-by-project basis, pending determination of the technical feasibility and commercial viability of the project. Costs incurred include appropriate employee costs and costs pertaining to technical and administrative overheads.
Exploration and evaluation activities include:
• researching and analysing historical exploration data;
• gathering exploration data through topographical, geochemical and geophysical studies;
• exploratory drilling, trenching and sampling;
• determining and examining the volume and grade of the resource;
• surveying transportation and infrastructure requirements; and
• conducting market and finance studies.
Administration costs that are not directly attributable to a specific exploration area are expensed as incurred.
Exploration costs are carried at historical cost less any impairment losses recognised. When a project is deemed to no longer have commercially viable prospects to the Group, exploration costs in respect of that project are deemed to be impaired and written off to the statement of comprehensive income. Once the decision for investment is taken, the assets will be assessed for impairment and to the extent that these are not impaired, will be classified as development assets. At the point that production commences these assets will be depreciated.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. Material accounting policy information (continued)
Intangible assets - capitalised development costs
Development costs that are directly attributable to the graphite anode material processing plant ("GAMP") project are recognised as intangible assets where the following criteria are met:
· it is technically feasible to complete the intangible asset so that it will be available for use;
· management intends to complete the intangible asset and use or sell it;
· there is an ability to use or sell the intangible asset;
· it can be demonstrated how the intangible asset will generate probable future economic benefits;
· adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available, and;
· the expenditure attributable to the intangible asset during its development can be reliably measured.
Directly attributable costs that are capitalised as part of intangible assets include employee costs and an appropriate portion of relevant overheads.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use.
Impairment
Exploration assets
Whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable an asset is reviewed for impairment. An asset's carrying value is written down to its estimated recoverable amount (being the higher of the fair value less costs to sell and value in use) if that is less than the asset's carrying amount.
Impairment reviews for exploration costs are carried out on a project by project basis, with each project representing a potential single cash generating unit. An impairment review is undertaken when indicators of impairment arise such as:
(i) unexpected geological occurrences that render the resource uneconomic;
(ii) title to the asset is compromised;
(iii) variations in mineral prices that render the project uneconomic;
(iv) substantive expenditure on further exploration and evaluation of mineral resources is neither budgeted nor planned; and
(v) the period for which the Group has the right to explore has expired and is not expected to be renewed.
Development costs
Capitalised development costs are reviewed for impairment where there is an indication that the asset may be impaired. Impairment indicators include internal and external sources of information.
Property, plant and equipment
Items of property, plant and equipment are stated at historical cost less accumulated depreciation.
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Office equipment
-
25 per cent on reducing balance
Computer equipment
-
25 per cent on reducing balance
Motor vehicles
-
20 per cent on reducing balance
Machinery and equipment
-
20 to 25 per cent on reducing balance
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. Material accounting policy information (continued)
Leased assets
When entering into a contract the Group assesses whether or not a lease exists. A lease exists if a contract conveys a right to control the use of an identified asset under a period of time in exchange for consideration. Leases of low value items and short-term leases (leases of less than 12 months at the commencement date) are charged to the profit or loss on a straight-line basis over the lease term in administrative expenses.
The Group recognises right-of-use assets at cost and lease liabilities at the lease commencement date based on the present value of future lease payments. The right-of-use assets are amortised on a straight-line basis over the length of the lease term. The lease liabilities are recognised at amortised cost using the effective interest rate method. Discount rates used reflect the incremental borrowing rate specific to the lease.
Investments in subsidiaries
Investments in subsidiary undertakings are stated at cost less provision for any impairment in value.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short term highly liquid investments with original maturities of three months or less.
Financial assets
The Group classifies its financial assets at amortised cost and at fair value through profit or loss. Management determines the classification of its financial assets at initial recognition.
Amortised cost
The Group's financial assets held at amortised cost comprise trade and other receivables, cash and cash equivalents and loans and other financial assets in the consolidated statement of financial position.
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through financial assets where the objective is to hold their assets in order to collect contractual cash flows and the contractual cash flows are solely payments of the principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using the lifetime ECLs. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime ECL for the trade receivables. For trade receivables, which are reported net; such provisions are recorded in a separate provision account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.
Expected credit loss provisions for other receivables are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. Material accounting policy information (continued)
Fair value through profit or loss
The Group's financial assets held at fair value through profit or loss comprise equity investments held. These are carried in the statement of financial position at fair value (refer to fair value hierarchy below). Subsequent to initial recognition, changes in fair value are recognised in the statement of comprehensive income.
Financial liabilities
The Group's financial liabilities include trade and other payables and borrowings. All financial liabilities are recognised initially at fair value, net of transaction costs incurred, and are subsequently stated at amortised cost, using the effective interest method.
Borrowings include convertible debt with settlement terms that fail the fixed for fixed criterion and are treated as containing an embedded derivative liability, where this is recognised the loan value is allocated between the derivative value and the loan residual which is carried at amortised cost. Borrowings are derecognised when the obligation is extinguished.
Unless otherwise indicated, the carrying values of the Group's financial liabilities measured at amortised cost represents a reasonable approximation of their fair values.
Share capital
Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Where equity instruments are issued as part of an acquisition they are recorded at their fair value on the date of acquisition.
The Group's ordinary shares are classified as equity instruments.
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised, using the liability method, in respect of temporary differences between the carrying amount of the Group's assets and liabilities and their tax base.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. Any remaining deferred tax asset is recognised only when, on the basis of all available evidence, it can be regarded as probable that there will be suitable taxable profits, within the same jurisdiction, in the foreseeable future against which the deductible temporary difference can be utilised.
Deferred tax is determined using tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Current and deferred tax is recognised in the profit or loss, except when the tax relates to items charged or credited directly in equity, in which case the tax is also recognised directly in equity.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
1. Material accounting policy information (continued)
Foreign currencies
The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each entity are expressed in GB Pounds Sterling which is the presentation currency for the Group and Company financial statements. The functional currency of the Company is the GB Pounds Sterling.
In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the balance sheet date.
Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included in the statement of comprehensive income for the period.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are expressed in GB Pounds Sterling using exchange rates prevailing at the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are classified as other comprehensive income and are transferred to the Group's translation reserve.
Foreign currency movements arising from the Group's net investment, which comprises equity and long-term debt, in subsidiary companies whose functional currency is not the GB Pounds Sterling are recognised in the translation reserve, included within equity until such time as the relevant subsidiary company is sold, whereupon the net cumulative foreign exchange difference relating to the disposal is transferred to profit and loss.
Share-based payment transactions
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of all options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the income statement over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the income statement or share premium account, if appropriate, are charged with the fair value of goods and services received. Where the equity instrument is cancelled or lapsed, the Group shall account for the cancellation as an acceleration of vesting, and shall therefore recognise immediately the amount that otherwise would have been recognised for services received over the remainder of the vesting period.
Government grants
Government grants received on capital expenditure are generally deducted in arriving at the carrying amount of the asset purchased. Grants for revenue expenditure are recorded gross in the Group income statement.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Employees and directors
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
737,809
1,156,604
364,350
637,755
Social security costs
135,158
182,611
42,989
56,454
Other benefits
14,947
20,832
10,500
15,401
887,914
1,360,047
417,839
709,610
Directors' remuneration is as follows:
2024
2023
£
£
Directors' emoluments, including salary and fees
374,850
443,157
Payments for loss of office
-
210,000
Share-based payments
202,611
321,534
577,461
974,691
Further details pertaining to Directors' remuneration can be found in the Directors' remuneration report on page 32.
The remuneration of the highest paid Director who served during the year was Ed Bowie which consisted of base salary of £210,000 (2023: £210,000).
The average monthly number of employees and Directors during the year was as follows:
Group
Group
Company
Company
2024
2023
2024
2023
Number
Number
Number
Number
Directors
4
3
4
3
Employees
12
12
-
-
3. Finance income and costs
Group
Company
2024
2023
2024
2023
£
£
£
£
Finance income:
Deposit account interest
3,404
7,923
3,207
7,655
3,404
7,923
3,207
7,655
Finance costs:
Interest on lease liabilities
2,187
2,420
-
-
Interest on loans and borrowings
59,147
195,304
59,147
195,304
61,334
197,724
59,147
195,304
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. Loss before tax and auditor's remuneration
a. The loss before tax is stated after charging:
2024
2023
£
£
Depreciation of property, plant and equipment (note 9)
26,127
43,276
Amortisation of right-of-use asset (note 12)
37,205
29,478
Share-based payment expense (note 17)
326,628
387,668
Foreign exchange differences
(7,792)
58,035
Loss on disposal of property, plant and equipment (note 9)
778
643
Gain on disposal of right of use assets (note 12)
-
(58)
Fair value loss on listed investment (note 10)
3,313
-
Recovery of impairment on listed investments1
-
(6,653)
Impairment of exploration costs (note 8)
72,563
350,158
1Recovery of impairment on listed investments related to shares held in Marula Mining Plc, which were previously impaired in full.
b. Auditor's remuneration
2024
2023
£
£
Fees payable to the Group's auditor for the audit of the consolidated financial statements
74,260
103,290
Fees payable to the Group auditor for other services:
- review of quarterly financial statements
3,730
3,240
77,990
106,530
5. Income tax
Analysis of tax expense
No liability to UK corporation tax arose on ordinary activities for the year ended 31 December 2024 or for the year ended 31 December 2023.
Factors affecting the tax expense
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:
2024
2023
£
£
Loss on ordinary activities before income tax
(1,789,008)
(2,937,909)
Tax thereon at a UK corporation tax rate of 25% (2023: 23.5%)
(447,252)
(690,409)
Effects of:
Non-deductible expenditure
50,713
75,615
Tax losses not recognised
247,705
390,715
Losses of overseas subsidiaries to be carried forward
148,834
224,079
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. Income tax (continued)
The main rate of UK corporation tax for the year ended 31 December 2024 was 25 per cent. The main rate of UK corporation tax for the year ended 31 December 2023 and up to 1 April 2023 was 19 per cent. From 1 April 2023, the main rate of UK corporation tax increased to 25 per cent, resulting in an effective tax rate of 23.5% for the year ended 31 December 2024. The Group has estimated UK losses of £17,647,092 (2023: £16,656,271) and foreign losses of £7,213,879 (2023: £5,780,656) available to carry forward against future trading profits. The value of unrecognised deferred tax assets in respect of the UK losses amounts to £4,411,773 (2023: £4,164,068) and foreign losses of £1,219,080 (2023: £1,041,936). The Directors believe that due to the uncertainty over when the tax losses will be utilised it is appropriate not to recognise a deferred tax asset at this time.
6. Grant income
2024
2023
£
£
Business Finland
3,395
96,750
Other
166
-
3,561
96,750
Grafintec is participating in project titled "BATCircle - the development of a Finland-based Circular Ecosystem of Battery Metals". BATCircle is part of the European Union ("EU") Strategic Energy Technology Programme. The project is administered by Business Finland and contributes 50 per cent towards a budget of €791,000 (approximately £700,000) for Phase 2. The funding is released by the administrator as incurred with Phase 2 running for the initial period from 1 January 2021 to 31 December 2023, however, this was extended to 31 October 2024. A total of €530,000 grant funding was received from Business Finland for Phase 2. In the year to 31 December 2024, £3,395 has been recognised as grant income (2023: £96,750), this has decreased from the prior year due to grant income being capitalised against the related development costs, which met the criteria for capitalisation during the year (see note 8).
7. Basic and diluted loss per share
The calculation of basic and diluted loss per share at 31 December 2024 was based on the loss attributable to ordinary shareholders of £1,771,315 (2023: £2,863,959) and a weighted average number of Ordinary Shares outstanding during the year ended 31 December 2024 of 34,550,117 (2023: 21,699,167) calculated as follows:
2024
2023
£
£
Loss attributable to ordinary shareholders
(1,771,315)
(2,863,959)
Weighted average number of ordinary shares
2024
2023
Number
Number
Number of shares in issue at the beginning of the year
21,699,167
16,634,213
Effect of shares issued during year
12,850,950
5,064,954
Weighted average number of ordinary shares in issue for the year
34,550,117
21,699,167
The diluted earnings per share is identical to the basic loss per share as the exercise of warrants and options would be anti-dilutive.
The weighted average number presented for the year ended 31 December 2023 above and the year ending 31 December 2023 in the statement of comprehensive income have been adjusted for the effect of a 50 to 1 share consolidation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Intangible assets - Group
Exploration costs
Other intangible assets
Total
£
£
£
COST
At 1 January 2023
13,002,465
-
13,002,465
Additions for the year - cash
2,232,694
75,779
2,308,473
Additions for the year - non-cash
98,208
-
98,208
Foreign exchange movements
(185,376)
(286)
(185,662)
Impairment
(350,158)
-
(350,158)
At 31 December 2023
14,797,833
75,493
14,873,326
At 1 January 2024
14,797,833
75,493
14,873,326
Additions for the year - cash
1,644,552
620,561
2,265,113
Additions for the year - non-cash
107,402
-
107,402
Grant income received
-
(180,644)
(180,644)
Foreign exchange movements
(955,907)
(13,705)
(969,612)
Impairment
(72,563)
-
(72,563)
At 31 December 2024
15,521,317
501,705
16,023,022
NET BOOK VALUE
At 31 December 2024
15,521,317
501,705
16,023,022
At 31 December 2023
14,797,833
75,493
14,873,326
The net book value of exploration costs is comprised of expenditure on the following projects:
2024
2023
£
£
Kallak
10,271,536
9,481,130
Pitkäjärvi
1,627,258
1,667,854
Karhunmaki
-
55,935
Rääpysjärvi
188,016
174,060
Luopioinen
7,157
4,812
Emas
48,898
41,693
Pirttikoski
7,347
-
Mitrovica
2,425,900
2,527,239
Viti
663,106
680,331
Shala
282,099
164,779
15,521,317
14,797,833
Total Group exploration costs of £15,521,317 (2023: £14,797,833) are currently carried at cost in the financial statements. The Group will need to raise funds and/or bring in joint venture partners to further advance exploration and development work. An amount of £236,112 was recorded against the projects for services provided by the Directors during the year (2023: £183,034).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Intangible assets - Group (continued)
In Sweden, during the year, the Supreme Administrative Court delivered the verdict to uphold the Government's awarding of the Exploitation Concession for Kallak. Management have considered that there is no current risk associated with Kallak and thus have not impaired the project.
In Finland, the development of downstream capabilities is a key part of Grafintec's strategy. During the year, test work in support of the GAMP PFS continued, with the PFS results announced in early 2025, demonstrating extremely positive economics.
To support a sustainable graphite anode value chain in Finland, Grafintec is focused on expanding its resource footprint and increasing its raw materials' inventory, primary and recycled, feeding downstream processing, leveraging renewable power, targeting net zero CO2 emissions across the supply chain.
The Company's most advanced natural flake graphite project, Aitolampi, has an Indicated and Inferred Mineral Resource of 26.7 Mt at 4.8 per cent TGC for 1,275,000 tonnes of contained graphite.
In Kosovo, Vardar has three exploration licence areas, Mitrovica, Viti and Shala. Progress continues to be made in Kosovo, with the focus on the Shala area. During the year ended 31 December 2024 the Company has also consolidated 100% interest in Vardar, providing full operational control.
The focus of activity in 2024 was low-cost mapping and surface sampling to define and refine exploration targets.
In the year, an impairment provision of £72,563 was recognised for project costs capitalised for projects at Karhunmäki (2023: £350,158 in projects Ågåsjiegge and Åtvidaberg). In respect of the other licence areas, no impairment indicators have been identified. The impairment is charged as an expense and included within the consolidated income statement.
Other intangible assets capitalised are development costs incurred following the feasibility of GAMP project. This development has attained a stage that it satisfies the requirements of IAS 38 to be recognised as intangible asset in that it has the potential to completed and used, provide future economic benefits, its costs can be measured reliably and there is the intention and ability to complete. The development costs will be held at cost less impairment until the completion of the GAMP project at which stage they will be transferred to the value of the Plant and depreciated.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
9. Property, plant and equipment
Group
Office equipment
Motor vehicles
Machinery & equipment
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2023
2,953
148,696
133,846
1,499
286,994
Additions
-
-
6,046
1,006
7,052
Disposals
-
-
-
(1,499)
(1,499)
Reclassification
1,806
(7,330)
5,524
-
-
Foreign exchange movements
(126)
(6,151)
(5,255)
-
(11,532)
At 31 December 2023
4,633
135,215
140,161
1,006
281,015
Depreciation
At 1 January 2023
2,829
79,589
74,197
665
157,280
Charge for year
741
19,416
22,886
233
43,276
Disposals
-
-
-
(856)
(856)
Foreign exchange movements
(102)
(3,586)
(2,752)
-
(6,440)
At 31 December 2023
3,468
95,419
94,331
42
193,260
Group
Office equipment
Motor vehicles
Machinery & equipment
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2024
4,633
135,215
140,161
1,006
281,015
Disposals
(3,179)
-
(1,950)
-
(5,129)
Foreign exchange movements
(146)
(7,664)
(8,318)
-
(16,128)
At 31 December 2024
1,308
127,551
129,893
1,006
259,758
Depreciation
At 1 January 2024
3,468
95,419
94,331
42
193,260
Charge for year
390
12,069
13,427
241
26,127
Disposals
(2,401)
-
(1,950)
-
(4,351)
Foreign exchange movements
(149)
(5,416)
(6,398)
-
(11,963)
At 31 December 2024
1,308
102,072
99,410
283
203,073
Net book value
At 31 December 2024
-
25,479
30,483
723
56,685
At 31 December 2023
1,165
39,796
45,830
964
87,755
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
9. Property, plant and equipment (continued)
Company
Computer equipment
Total
£
£
Cost
At 1 January 2023
1,499
1,499
Additions
1,006
1,006
Disposals
(1,499)
(1,499)
At 31 December 2023
1,006
1,006
Depreciation
At 1 January 2023
665
665
Charge for year
233
233
Disposals
(856)
(856)
At 31 December 2023
42
42
Company
Computer equipment
Total
£
£
Cost
At 1 January 2024
1,006
1,006
At 31 December 2024
1,006
1,006
Depreciation
At 1 January 2024
42
42
Charge for year
241
241
At 31 December 2024
283
283
Net book value
At 31 December 2024
723
723
At 31 December 2023
964
964
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Investments
Group and Company
Company
listed
shares in
investments
subsidiaries
£
£
Cost
At 1 January 2023
-
3,645,181
Acquisitions
-
316,134
Recovery of impairment
6,563
-
At 31 December 2023
6,563
3,961,315
At 1 January 2024
6,563
3,961,315
Acquisitions
-
464,141
Impairment
-
(331,764)
Fair value losses
(3,313)
-
At 31 December 2024
3,250
4,093,692
Listed investments
The listed investment includes equity investment in Marula Mining Plc which is held at fair value.
Shares in subsidiaries
Further investments in the share capital of subsidiaries of Vardar constitute additions during the year of £340,124 (2023: £250,000) to increase the Company's shareholding in Vardar from 61.1% to 100%. The share capital of Vardar was reclassified to share capital of subsidiaries following control being obtained on 1 April 2019. The basis for control was assessed on the on the Group's ability to exercise power over Vardar through combination of the increased investment in Vardar and the appointment of the CEO as Investor Director, which conveyed substantive rights to direct the actions of Vardar that would ultimately affect the returns of the investee.
The additional investment during the year includes a share-based payment expense of £124,017 in relation to share options granted to employees of the Company's subsidiaries Grafintec, JIMAB and Vardar.
Included within the brought forward investment is 100 per cent of the share capital of Grafintec, that was acquired during the year ended 31 December 2016 and holds a portfolio of four early-stage graphite exploration projects. At the time of acquisition, Beowulf paid for 100 per cent of the share capital of Grafintec by issuing 2.55 million ordinary shares in the Company, with two further tranches of 2.1 million ordinary shares to be issued on achievement of certain performance milestones.
The first tranche of 2.1 million ordinary shares was issued on the anniversary of 24 months from the date of the acquisition, in accordance and Mr Blomqvist having worked for the Company as a full-time employee during that period. The second tranche of shares will be issued on completion of a bankable feasibility study on one of the graphite projects in the portfolio.
The total number of ordinary shares that may be issued, if all performance milestones are achieved, is 6.75 million ordinary shares. Beowulf will issue up to a further 2.1 million additional consideration shares in the form of a share-based payment transaction to the former owner, Rasmus Blomqvist at the time the performance milestone is met. The share-based payments fall within the scope of IFRS 2 and are fair valued at the grant date based on the estimated number of shares that will vest. The fair value has been prepared using a Black-Scholes pricing model including a share price of 6.4 pence, option life of two years, volatility of 49.79 per cent and a risk-free rate of 0.698 per cent.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Investments (continued)
There was nil consideration recognised in the financial statements for the year ended 31 December 2024, (2023: £Nil). No further share-based payment expense for the consideration shares was recognised in the year ended 31 December 2024 (2023: £Nil).
The remaining investment in subsidiaries includes the share capital of the Company's directly owned subsidiaries, listed below.
Step up interest in Vardar Minerals
The completion of the Vardar acquisition gives the Company exposure to a portfolio of exploration licences situated in the European Tertiary calc-alkaline Tethys Arc most notable for its lead-zinc-silver mining districts, as well as recent porphyry related copper and gold discoveries. On 9 April 2024, a further investment of £340,124 paid by shares was made to increase the Company's shareholding in Vardar from 61.1% to 100% (refer to Note 16).
Further investment in Vardar was recognised as a decrease to accumulated losses of £433,026 (2023: increase of £48,141).
£
Carrying value of non-controlling interest
773,150
Fair value of consideration
(340,124)
Movement in retained earnings
443,026
The Group consists of the following subsidiary undertakings:
2024
2023
Name
Incorporated
Activity
% holding
% holding
Grafintec Oy
Finland
Mineral exploration
100%
100%
Jokkmokk Iron Mines AB
Sweden
Mineral exploration
100%
100%
Beowulf Mining Sweden AB
Sweden
Mineral exploration
100%
100%
Wayland Copper Limited
UK
Holding company
100%
65.25%
Wayland Sweden AB
Sweden
Mineral exploration
100%
(1)(2)65.25%
Vardar Minerals Ltd
UK
Mineral exploration
100%
61.1%
UAV Geophysics (UK) Ltd
UK
Dormant
100%
(1)(2)61.1%
Vardar Geoscience BVI Ltd
British Virgin Islands
Holding company
100%
(1)(2)61.1%
Vardar Geoscience Kosovo L.L.C
Kosovo
Mineral exploration
100%
(1)(2)61.1%
Vardar Exploration Kosovo L.L.C
Kosovo
Mineral exploration
100%
(1)(2)61.1%
(1) Indirectly held
(2) Effective interest
The registered offices of the subsidiary undertakings as are follows:
Details on the non-controlling interest in subsidiaries is given in note 15.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
11. Loans and other financial assets
Group
Financial fixed assets
£
At 1 January 2023
5,181
Foreign exchange movements
28
At 31 December 2023
5,209
At 1 January 2024
5,209
Foreign exchange movements
(71)
At 31 December 2024
5,138
Company
Loans to group undertakings
Financial assets
Total
£
£
£
At 1 January 2023
11,081,505
2,784
11,084,289
Advances made in the year
2,757,113
-
2,757,113
ECLs in year
(1,001,537)
-
(1,001,537)
At 31 December 2023
12,837,081
2,784
12,839,865
At 1 January 2024
12,837,081
2,784
12,839,865
Advances made in the year
2,633,108
-
2,633,108
ECLs in year
(477,226)
-
(477,226)
At 31 December 2024
14,992,963
2,784
14,995,747
Reconciliation of provisions against receivables arising from lifetime ECLs
31 December 2023
Current year movement
31 December 2024
£
£
£
ECLs
3,107,786
467,651
3,575,437
Total provision arising from ECLs
3,107,786
467,651
3,575,437
The Directors have also assessed the cash flow scenarios of the above considerations. Estimations were made regarding the credit risk of the counterparty and the underlying probability of default in each of the credit loss scenarios. The scenarios identified by management included Production, Divestment, Fire-sale and Failure. These scenarios considered technical data, necessary licences to be awarded, the Company's ability to raise finance, and ability to sell the project. The expected credit loss is calculated based on the Fire-Sale and Failure outcomes, being the outcomes with an expected value of less than the carrying value of loans. A reasonable change in the probability weightings of 3% to failure and fire-sale would result in further impairment of £923,585 (2023: £789,297).
Further details of the transactions in the year are shown within related parties disclosure note 25.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. Right of use assets
Group
Motor vehicles
Buildings
Total
£
£
£
Cost
At 1 January 2023
-
29,774
29,774
Additions
-
77,924
77,924
Disposals
-
(11,493)
(11,493)
Foreign exchange movements
-
(2,305)
(2,305)
At 31 December 2023
-
93,900
93,900
Amortisation
At 1 January 2023
-
10,496
10,496
Charge
-
29,478
29,478
Disposals
-
(9,577)
(9,577)
Foreign exchange movements
-
345
345
At 31 December 2023
-
30,742
30,742
Cost
At 1 January 2024
-
93,900
93,900
Additions
28,572
-
28,572
Disposals
-
(16,868)
(16,868)
Foreign exchange movements
(2,673)
(6,396)
(9,069)
At 31 December 2024
25,899
70,636
96,535
Amortisation
At 1 January 2024
-
30,742
30,742
Charge
5,165
32,040
37,205
Disposals
-
(16,868)
(16,868)
Foreign exchange movements
(129)
(2,748)
(2,877)
At 31 December 2024
5,036
43,166
48,202
Net book value
At 31 December 2024
20,863
27,470
48,333
At 31 December 2023
-
63,158
63,158
13. Trade and other receivables
Group
Company
2024
2023
2024
2023
£
£
£
£
Other receivables
126,981
88,180
-
-
VAT
55,249
51,315
10,832
37,515
Prepayments and accrued income
10,282
12,509
9,318
11,640
192,512
152,004
20,150
49,155
Included in other receivables is a deposit of £19,026 held by Finnish regulatory authorities (2023: £17,724).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
14. Cash and cash equivalents
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank accounts
881,349
905,555
714,339
794,909
881,349
905,555
714,339
794,909
15. Non-controlling interests
The Group had material non-controlling interests arising from its subsidiaries Wayland Copper Limited and Vardar Minerals Limited, which were both consolidated from 12 November 2024 and 9 April 2024, respectively. These non-controlling interests can be summarised as follows;
2024
2023
£
£
Balance at 1 January
514,430
568,732
Total comprehensive loss allocated to NCI
(37,784)
(102,443)
Effect of step acquisitions
(476,646)
48,141
Total
-
514,430
2024
2023
£
£
Wayland Copper Limited
-
(164,573)
Vardar Minerals Limited
-
679,003
Total
-
514,430
Wayland Copper Limited is a 100% per cent owned subsidiary of the Company that had a material non-controlling interest ("NCI") prior to the acquisition of the remaining NCI during the year. Prior to the acquisition the Company owned 65.25% of Wayland Copper Limited.
Summarised financial information reflecting 100 per cent of Wayland's relevant figures is set out below:
2024
2023
£
£
Administrative expenses
(2,039)
(2,315)
Loss after tax
(2,039)
(2,315)
Loss allocated to NCI
(709)
(805)
Other comprehensive loss allocated to NCI
(247)
(102)
Total comprehensive loss allocated to NCI
(956)
(907)
Current assets
10,159
12,973
Current liabilities
(486,498)
(486,563)
Net liabilities
(476,339)
(473,590)
Net cash outflow
-
-
Non-controlling interest
-
(164,573)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. Non-controlling interests (continued)
Vardar Minerals Limited is a 100% per cent owned subsidiary of the Company that had a material non-controlling interest ("NCI") prior to the acquisition on 9 April 2024. Prior to the acquisition the Company owned 61.1% of Vardar Minerals Limited.
Summarised financial information reflecting 100 per cent of the Vardar Minerals relevant figures is set out below:
2024
2023
£
£
Administrative expenses
(117,311)
(112,400)
Loss after tax
(117,311)
(112,400)
Loss allocated to NCI
(16,974)
(73,145)
Other comprehensive income allocated to NCI
(19,852)
(28,391)
Total comprehensive loss allocated to NCI
(36,826)
(101,536)
Current assets
14,436
20,195
Non-currentassets
2,349,391
2,388,133
Current liabilities
(425,333)
(142,686)
Net assets
1,938,494
2,265,642
Net cash inflow/(outflow)
1,636
(51,783)
Non-controlling interest
-
679,003
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
16. Share capital
31 December 2024
31 December 2023
£
£
Allotted, issued and fully paid
Ordinary shares of 1p each
-
11,571,875
Ordinary shares of 5p each
1,942,240
-
Deferred A shares of 0.9p each
10,414,687
-
12,356,927
11,571,875
The number of shares in issue was as follows:
Number
of Ordinary shares
Balance at 1 January 2023
831,710,636
Issued during the year
325,476,827
Balance at 31 December 2023
1,157,187,463
Effect of share consolidation
(1,134,043,714)
Balance after share consolidation
23,143,749
Issued during the year
15,701,041
Balance at 31 December 2024
38,844,790
Number
of Deferred A shares
Balance at 1 January 2023
-
Issued during the year
-
Balance at 31 December 2023
-
Issued during the year
1,157,187,463
Balance at 31 December 2024
1,157,187,463
On 5 March 2024, each of the existing ordinary shares of 1p each in capital of the Company was sub-divided and re-classified into 0.1p New Ordinary Share and 0.9p Deferred A Share. The deferred A shares do not entitle the holders thereof to receive notice of or attend and vote at any general meeting of the Company or to receive dividends or other distributions or to participate in any return on capital on a winding up unless the assets of the Company are in excess of £100,000,000. The Company retains the right to purchase the deferred shares from any shareholder for a consideration of one pound in aggregate for all that shareholder's deferred shares.
On 3 April 2024, the Company announced the completion of the Rights Issue with 12,500,000 ordinary shares issued raising £3.8 million before expenses. In addition to this, 1,571,172 ordinary shares were issued as part of a PrimaryBid offer to existing UK retail investors and a subscription by Board and management raising a total of £0.48 million before expenses.
On 9 April 2024, the Company issued 1,046,535 ordinary shares to the Vardar minority holders for the consolidation of 100 per cent ownership of Vardar.
On 14 June 2024, the Company consolidated its ordinary share capital resulting in every 50 existing ordinary shares of £0.001 each being consolidated into 1 new ordinary share of £0.05 each. On 31 December 2024, the Company had 38,844,790 Ordinary Shares in issue (31 December 2023: 23,143,749).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
16. Share capital (continued)
Sharecapital
Sharepremium
Total
£
£
£
At 1 January 2024
11,571,875
27,141,444
38,713,319
Issue of new shares - cash
732,725
2,736,9601
3,469,685
Issue of new shares - acquisition
52,327
-
52,327
At 31 December 2024
12,356,927
29,878,404
42,235,331
Sharecapital
Sharepremium
Total
£
£
£
At 1 January 2023
8,317,106
24,689,311
33,006,417
Issue of new shares
3,254,769
2,452,1332
5,706,902
At 31 December 2023
11,571,875
27,141,444
38,713,319
All issues are for cash unless otherwise stated.
1Stated net of issue costs of £920,900 of which £776,421 was paid in cash and £144,479 in ordinary shares of the company.
2Stated net of issue costs of £1,202,696 of which £704,587 was paid in cash and £498,109 in ordinary shares of the company.
The Company has removed the limit on the number of shares that it is authorised to issue in accordance with the Companies Act 2006.
There were 15,701,041 shares issued in 2024. There were 6,509,537 shares issued in 2023.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
17. Share-based payments
During the year ended 31 December 2024, 2,560,000 options were granted (year ended 31 December 2023: 245,000). The options outstanding as at 31 December 2024 have an exercise price in the range of 37.5 pence to 262.5 pence (31 December 2023: 50.00 pence to 367.5 pence) and a weighted average remaining contractual life of 8 years, 284 days (2023: 5 years, 294 days).
The share-based payments expense for the options for the year ended 31 December 2024 was £326,628 (2023: £387,668).
The fair value of share options granted and outstanding were measured using the Black-Scholes model, with the following inputs:
2024
2024
2024
2023
2022
2022
Fair value at grant date
24p
25.5p
15p
26p
179.5p
156p
Share price
35p
36.5p
35p
84p
200p
200p
Exercise price
37.5p
37.5p
37.5p
103p
50p
262.5p
Expected volatility
77.5%
79.9%
77.5%
55.2%
100.0%
100.0%
Expected option life
6 years
6 years
2 years
2.5 years
5 years
6 years
Contractual option life
10 years
10 years
10 years
5 years
10 years
10 years
Risk free interest rate
4.080%
4.100%
4.480%
4.800%
4.520%
4.480%
The inputs above have been adjusted for the effect of a 50 to 1 share consolidation.
The options issued will be settled in the equity of the Company when exercised and have a vesting period of one year from date of grant.
Reconciliation of options in issue
Number
Weighted average exercise price(£'s)
Outstanding at 1 January 2023
650,000
2.75
Granted during the period
245,000
1.05
Outstanding at 31 December 2023
895,000
2.30
Exercisable at 31 December 2023
745,000
2.10
Reconciliation of options in issue
Number
Weighted average exercise price(£'s)
Outstanding at 1 January 2024
895,000
2.30
Granted during the period
2,560,000
0.38
Lapsed during the period
(285,000)
3.31
Outstanding at 31 December 2024
3,170,000
0.65
Exercisable at 31 December 2024
688,333
1.51
No warrants were granted during the year (2023: Nil).
The reconciliation of options in issue presented for the year ended 31 December 2023 has been retrospectively adjusted for the effect of a 50 to 1 share consolidation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
18. Reserves
The following is a description of each of the reserve accounts that comprise equity shareholders' funds:
Share capital
The share capital comprises the issued ordinary shares of the Company at par.
Share premium
The share premium comprises the excess value recognised from the issue of ordinary shares above par value.
Capital contribution reserve
The capital contribution reserve represents historic non-cash contributions to the Company from equity holders.
Share-based payment reserve
Cumulative fair value of options charged to the consolidated income statement net of transfers to the profit or loss reserve on exercised and cancelled/lapsed options.
Translation reserve
Cumulative gains and losses on translating the net assets of overseas operations to the presentation currency.
Merger reserve
The balance on the merger reserve represents the fair value of the consideration given in excess of the nominal value of the ordinary shares issued in an acquisition made by the issue of shares where the transaction qualifies for merger relief under Section 612 of the Companies Act 2006.
Accumulated losses
Accumulated losses comprise the Group's cumulative accounting profits and losses since inception.
19. Trade and other payables
Group
Company
2024
2023
2024
2023
£
£
£
£
Current:
Trade payables
378,868
307,909
20,873
43,511
Other payables
11,036
29,900
2,601
851
Social security and other taxes
22,264
14,631
10,685
13,224
Accruals
95,956
81,222
89,370
70,632
508,124
433,662
123,529
128,218
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
20. Lease liabilities
Nature of leasing activities
Vardar Geoscience leases buildings located in Str. Highway Prishtina Mitrovice Village Shupkove No.2, Kosovo. This lease ended during the year and the contract changed to a monthly rolling lease which has been considered exempt under IFRS 16 based on the short-term lease exemption.
Jokkmokk Mining leases office premises located in 962 31 Jokkmokk, Sweden and motor vehicles for use by employees.
2024
2023
No.
No.
Number of active leases
2
2
Lease liabilities at year end
Group
2024
2023
£
£
Current
Lease liabilities
10,016
22,575
Non-current
Lease liabilities
20,727
15,053
Total lease liabilities
30,743
37,628
Analysis of lease liabilities
Group
Motor vehicles
Buildings
Total
£
£
£
At 1 January 2023
-
19,377
19,377
Additions
-
43,126
43,126
Interest expense
-
2,420
2,420
Lease payments
-
(23,648)
(23,648)
Lease disposals
-
(1,974)
(1,974)
Foreign exchange movements
-
(1,673)
(1,673)
At 31 December 2023
-
37,628
37,628
Additions
22,001
-
22,001
Interest expense
648
1,539
2,187
Lease payments
(3,879)
(23,253)
(27,132)
Foreign exchange movements
(1,978)
(1,963)
(3,941)
At 31 December 2024
16,792
13,951
30,743
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
20. Lease liabilities (continued)
Analysis of gross value of lease liabilities
Maturity of the lease liabilities is analysed as follows:
2024
£
Within 1 year
10,016
Later than 1 year and less than 5 years
20,727
After 5 years
-
At 31 December 2024
30,743
The total cash outflow for leases in 2024 was £27,133 (2023: £25,637).
21. Borrowings
Group
Company
2024
2023
2024
2023
£
£
£
£
Opening balance
-
1,845,947
-
1,845,947
Funds advanced, net of commission and transaction costs
723,881
-
723,881
-
Finance costs
59,147
195,304
59,147
195,304
Effect of FX
(24,709)
(2,818)
(24,709)
(2,818)
Funds repaid
(758,319)
(2,038,433)
(758,319)
(2,038,433)
-
-
-
-
On 14 February 2024, the Company secured a Bridging loan from Nordic investors of SEK 10.0 million (approximately £0.76 million). The Loan had a fixed interest rate of 1.5 per cent per stated 30-day period during the duration. Accrued interest was compounding. The Loan had a commitment fee of 5.0 per cent and a Maturity Date of 31 May 2024. The bridging loan principal and interest totalling £0.758 was repaid early in April 2024 using part of the proceeds from the capital raise on the right issue.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
22. Changes in liabilities from financing activities
Group
Leases
Borrowings
Total
£
£
£
Opening balance 1 January 2024
37,628
37,628
Cash movements
Borrowings advancements
-
723,881
723,881
Lease payments
(27,132)
-
(27,132)
Funds repaid
-
(758,319)
(758,319)
Finance cost
2,187
59,147
61,334
Effect of FX
(3,941)
(24,709)
(28,650)
Total
8,742
-
8,742
Non-cash movements
Lease additions
22,001
-
22,001
Closing balance 31 December 2024
30,743
-
30,743
Group
Leases
Borrowings
Total
£
£
£
Opening balance 1 January 2023
19,377
1,845,947
1,865,324
Cash movements
Lease payments
(23,648)
-
(23,648)
Total
(4,271)
1,845,947
1,841,676
Non-cash movements
Lease additions
43,126
-
43,126
Lease disposals
(1,974)
-
(1,974)
Finance cost
2,420
195,304
197,724
Funds repaid
-
(2,038,433)
(2,038,433)
Effect of FX
(1,673)
(2,818)
(4,491)
Closing balance 31 December 2023
37,628
-
37,628
Company
Borrowings
Total
£
£
Opening balance 1 January 2024
-
-
Cash movements
Borrowings advancements
723,881
723,881
Finance cost
59,147
59,147
Funds repaid
(758,319)
(758,319)
Effect of FX
(24,709)
(24,709)
723,881
723,881
Closing balance 31 December 2024
-
-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
22. Changes in liabilities from financing activities (continued)
Company
Borrowings
Total
£
£
Opening balance 1 January 2023
1,845,947
1,845,947
Non-cash movements
Funds repaid
(2,038,433)
(2,038,433)
Finance cost
195,304
195,304
Effect of FX
(2,818)
(2,818)
Closing balance 31 December 2023
-
-
23. Financial instruments
The Group and Company's financial instruments comprise cash and cash equivalents, loans and other financial assets, trade and other receivables, trade and other payables, borrowings and lease liabilities that arise directly from its operations.
The Group and Company hold the following financial instruments:
Group
At 31 December 2024
Held at amortised cost
Fair value through profit and loss
Total
£
£
£
Financial assets
Cash and cash equivalents
881,349
-
881,349
Trade and other receivables
126,982
-
126,982
Other financial assets
5,138
3,250
8,388
1,013,469
3,250
1,016,719
Financial liabilities
Trade and other payables
485,865
-
485,865
Lease liability
30,743
-
30,743
516,608
-
516,608
Company
At 31 December 2024
Held at amortised cost
Fair value through profit and loss
Total
£
£
£
Financial assets
Cash and cash equivalents
714,339
-
714,339
Loans to group undertakings
14,992,963
-
14,992,963
Other financial assets
2,784
3,250
6,034
15,710,086
3,250
15,713,336
Financial liabilities
Trade and other payables
112,844
-
112,844
112,844
-
112,844
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
23. Financial instruments (continued)
Group
At 31 December 2023
Held at amortised cost
Fair value through profit and loss
Total
£
£
£
Financial assets
Cash and cash equivalents
905,555
-
905,555
Trade and other receivables
90,965
-
90,965
Other financial assets
5,209
6,563
11,772
1,001,729
6,563
1,008,292
Financial liabilities
Trade and other payables
420,808
-
420,808
Lease liability
37,628
-
37,628
458,436
-
458,436
Company
At 31 December 2023
Held at amortised cost
Fair value through profit and loss
Total
£
£
£
Financial assets
Cash and cash equivalents
794,909
-
794,909
Loans to group undertakings
12,837,080
-
12,837,080
Other financial assets
2,784
6,563
9,347
13,634,773
6,563
13,641,336
Financial liabilities
Trade and other payables
116,743
-
116,743
116,743
-
116,743
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
23. Financial instruments (continued)
The carrying values of the Group's financial liabilities measured at amortised cost represents a reasonable approximation of their fair values.
The main purpose of these financial instruments is to finance the Group's and Company's operations. The Board regularly reviews and agrees policies for managing the level of risk arising from the Group's financial instruments as summarised below.
a) Market risk
Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest rates and equity prices will affect the Group's and Company's income or the value of its holdings in financial instruments.
i) Foreign exchange risk
The Group operates internationally and is exposed to currency risk arising on cash and cash equivalents, receivables and payables denominated in a currency other than the respective functional currencies of the Group entities, which are primarily Swedish Krona, Euro and Sterling. The Group manages foreign currency risk by paying for foreign denominated invoices in the currency in which they are denominated. The Group's and Company's net exposure to foreign currency risk at the reporting date is as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Net foreign currency financial
assets:
Swedish Krona
581,691
427,207
596,681
484,839
Euro
37,386
(25,804)
56,391
(2,960)
Total net exposure
619,077
401,403
653,072
481,879
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
23. Financial instruments (continued)
Sensitivity analysis
A 10 per cent strengthening of sterling against the Group's primary currencies at 31 December 2024 would have decreased equity and profit or loss by the amounts shown below:
Group
Profit or loss
Equity
2024
2023
2024
2023
£
£
£
£
Swedish Krona
(58,169)
(42,721)
(58,169)
(42,721)
Euro
(3,739)
2,580
(3,739)
2,580
Total
(61,908)
(40,141)
(61,908)
(40,141)
Company
Profit or loss
Equity
2024
2023
2024
2023
£
£
£
£
Swedish Krona
(59,668)
(48,484)
(59,668)
(48,484)
Euro
(5,639)
296
(5,639)
296
Total
(65,307)
(48,188)
(65,307)
(48,188)
A 10 per cent weakening of sterling against the Group's primary currencies at 31 December 2024 would have an equal but opposite effect on the amounts shown above.
ii) Interest rate risk
The Group's and Company's policy is to retain its surplus funds on the most advantageous term of deposit available up to a 12-month maximum duration. Given that the Directors do not consider that interest income is significant in respect of the Group's and Company's operations no sensitivity analysis has been provided in respect of any potential fluctuations in interest rates.
Interest rate risk is the risk that the value of a financial instrument or cash flows associated with the instrument will fluctuate due to changes in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the Group uses. The Group's interest-bearing financial liability in the year is the bridging loan finance entered into in the prior year and repaid in the current year; this was at a fixed rate of interest. The interest-bearing financial liability in the prior year was the bridging loan finance, which was at a fixed rate of interest.
b) Credit risk
The Group's principal financial assets are the cash and cash equivalents and loans and receivables, as recognised in the statement of financial position, and which represent the Group's maximum exposure to credit risk in relation to financial assets. The Group and Company policy for managing its exposure to credit risk with cash and cash equivalents is to only deposit surplus cash with financial institutions that hold a Standard & Poor's, BBB- rating as a minimum.
The Company has made unsecured interest-free loans to its subsidiaries. Although they are repayable on demand, they are unlikely to be repaid until the projects are successful and the subsidiaries start to generate revenues. An assessment of the expected credit loss arising on intercompany loans is detailed in note 11.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
23. Financial instruments (continued)
The amounts used by the subsidiaries are as follows:
2024
2023
£
£
Jokkmokk Iron Mines AB
11,511,283
10,105,806
Vardar Minerals Limited
240,568
-
Grafintec Oy
3,241,111
2,656,618
Total
14,992,962
12,762,424
Reconciliation of provisions against receivables arising from lifetime ECLs
1 January 2024
Movement in the year
31 December 2024
£
£
£
ECLs
3,107,786
467,651
3,575,437
Total provision arising from ECLs
3,107,786
467,651
3,575,437
1 January 2023
Movement in the year
31 December 2023
£
£
£
ECLs
2,106,249
1,001,537
3,107,786
Total provision arising from ECLs
2,106,249
1,001,537
3,107,786
i) Commodity price risk
The principal activity of the Group is the exploration for iron ore in Sweden, graphite in Finland and other prospective minerals in Kosovo, and the principal market risk facing the Group is an adverse movement in the price of such commodities/industrial minerals. Any long-term adverse movement in market prices would affect the commercial viability of the Group's various projects. The Board looks to mitigate this risk through the diversification of different prospective minerals.
c) Liquidity risk
To date the Group and Company have relied on shareholder funding and loan funding to finance operations. As the Group and Company have finite cash resources and no material income, the liquidity risk is significant and is managed by controls over expenditure and cash resources. The Group and Company have minimal exposure to liquidity risk as trade and other payables all have a maturity of less than one year, the only exception being the lease liability per note 20. The rationale for the preparation of the accounts on a going concern basis is detailed in the Report of the Directors.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
23. Financial instruments (continued)
The undiscounted contractual maturities of the Group's financial liabilities are set out below:
31 December 2024
Less than 3 months
Between 3 and 12 months
Between 1 and 2 years
£
£
£
Trade and other payables
508,124
-
-
Lease liabilities
5,505
15,222
10,016
513,629
15,222
10,016
31 December 2023
Less than 3 months
Between 3 and 12 months
Between 1 and 2 years
£
£
£
Trade and other payables
433,662
-
-
Lease liabilities
6,282
17,940
15,597
439,944
17,940
15,597
d) Capital management
The Groups capital structure consists of issued capital and reserves and accumulated losses. The Board's policy is to preserve a strong capital base in order to maintain investor, creditor and market confidence and to safeguard the future development of the business, whilst balancing these objectives with the efficient use of capital.
The Group does not have any externally imposed capital requirements.
Group
Net working capital
2024
2023
£
£
Cash and cash equivalents
881,349
905,555
Trade and other payables
(508,124)
(433,662)
Lease liabilities
(30,733)
(37,628)
Net cash
342,492
434,265
Total equity
16,671,432
15,622,280
Net cash to equity ratio
2.05%
2.78%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
23. Financial instruments (continued)
Company
Net working capital
2024
2023
£
£
Cash and cash equivalents
714,339
794,909
Trade and other payables
(123,529)
(128,218)
Net cash
590,810
666,691
Total equity
20,036,136
17,524,553
Net cash to equity ratio
2.95%
3.80%
24. Segment reporting
The Group has only one primary business activity being the exploration for, and the development of iron ore, graphite and other mineral deposits. The Group also reports by geographical reportable segment in the countries in which it operates. The Group's exploration and development activities are focused on three countries, Sweden, Finland and Kosovo, with support provided from the UK headquarters. In presenting information on the basis of geographical reportable segments, the loss for the year, key statement of financial position data, property, plant and equipment additions and deferred exploration additions is based on the geographical location of the assets. The Group has adopted IFRS 8 'Operating Segments'. IFRS 8 requires operating segments to be identified on the basis of internal reports that are regularly reviewed by the chief operating decision maker to allocate resources and assets.
2024
Sweden
Finland
Kosovo
UK
Total
£
£
£
£
£
Intangible assets
10,271,531
2,380,385
3,371,106
-
16,023,022
Other non-current assets
50,940
-
55,708
6,758
113,406
Current assets
204,306
128,771
12,146
728,638
1,073,861
Liabilities
(249,938)
(60,723)
(99,209)
(128,997)
(538,867)
Finance income
(197)
-
-
(3,207)
(3,404)
Finance costs
1,957
-
230
59,147
61,334
Grant income
(166)
(3,395)
-
-
(3,561)
Intangible asset additions
1,527,012
537,307
127,552
-
2,191,871
Impairment
-
72,563
-
-
72,563
Expenses1
127,033
370,779
79,811
1,218,350
1,795,973
Loss for the year
126,670
367,384
79,811
1,215,143
1,789,008
Total comprehensive loss
850,690
473,230
208,107
1,215,144
2,747,171
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
24. Segment reporting (continued)
2023
Sweden
Finland
Kosovo
UK
Total
£
£
£
£
£
Intangible assets
9,481,130
1,944,354
3,372,349
-
14,797,833
Other non-current assets
57,747
-
93,721
11,217
162,685
Current assets
72,699
132,412
6,218
846,230
1,057,559
Liabilities
(159,504)
(39,950)
(114,247)
(157,589)
(471,290)
Finance income
(268)
-
-
(7,655)
(7,923)
Finance costs
1,686
-
734
195,304
197,724
Grant income
-
(96,750)
-
-
(96,750)
Gain on disposal of investment
-
-
-
(6,563)
(6,563)
Intangible asset additions
1,898,312
208,876
299,493
-
2,406,681
Impairment
350,158
-
-
-
350,158
Expenses1
549,084
404,362
85,707
2,009,992
3,049,145
Loss for the year
548,816
307,612
85,707
1,995,774
2,937,909
Total comprehensive loss
660,187
345,386
133,511
1,995,775
3,134,859
1Expenses include administrative expenses, impairment and finance costs.
25. Related party disclosures
Transactions with subsidiaries
During the year, cash advances of £1,633,485 (2023: £2,153,998) were made to Jokkmokk Iron Mines AB and the company net settled costs of £59,861 (2023: net settled costs £33,643). The advances are held on an interest free intragroup loan which has no terms for repayment. At the year end the intragroup loan amounted to £13,872,661 (2023: £12,179,315).
Beowulf Mining Sweden AB received cash advances of £Nil (2023: £31,879) and the company net settled costs of £Nil (2023: net settled costs of £22,318). The advances are held on an interest free intragroup loan which has no terms for repayment. At the year end the intragroup loan amounted to £790,632 (2023: £790,632).
Grafintec Oy received cash advances of £650,683 (2023: £430,213) and net settled costs of £53,525 (2023: net settled costs of £30,918) with the Company. The advances are held on an interest free intragroup loan which has no terms for repayment. At the year end the intragroup loan amounted to £3,906,643 (2023: £3,202,436).
Vardar received cash advances of £169,010 (2023: £68,572) and net settled costs of £53,324 (2023: £1,374) with the Company. The advances are held on an interest free intragroup loan which has no terms for repayment. At the year end the intragroup loan amounted to £326,133 (2023: £100,155).
In accordance with its service agreement, Grafintec charges Beowulf Mining plc for time incurred by its staff on exploration projects held by other entities in the Group. In turn Beowulf Mining plc recharges the other entities involved.
In addition, Beowulf Mining plc charges entities in the Group for time and expenses spent by Directors on providing services. An arm's length margin has been included at entity level, but this is subsequently eliminated on consolidation.
The Company has made unsecured interest-free loans to its subsidiaries. Although they are repayable on demand, they are unlikely to be repaid until the projects becomes successful and the subsidiaries start to generate revenues. An assessment of the expected credit loss arising on intercompany loans is detailed in note 11.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
25. Related party disclosures (continued)
Transactions with other related parties
Key management personnel include all Directors and those who have authority and responsibility for planning, directing and controlling the activities of the entity, the aggregate compensation paid to key management personnel of the Company is set below.
2024
2023
£
£
Short-term employee benefits (including employers' national insurance contributions)
587,392
847,791
Loss of office
-
210,000
Post-retirement benefits
54,721
67,288
Share-based payments
299,706
321,534
Insurance
-
526
941,819
1,447,139
Short-term benefits include £42,451 (2023: £144,711) paid to Holistic Push AB, a Company controlled by Johan Röstin. The amount owed at year end was £Nil (2023: £Nil).
Loss of office in the prior year comprises a settlement amount in relation to Kurt Budge's resignation, which was agreed on 21 July 2023. It represents the remainder of the notice period due to Mr Budge as he continued to be paid until the date the agreement was reached.
26. Capital commitments
As an exploration and development company, the Company has a portfolio of exploration projects held through subsidiary companies relevant to the local operations of the business. All of the Company's business interests carry financial commitments to remain in good standing which are funded directly by the Company.
All the subsidiary companies require timely submission of regulatory filings, financial accounts and tax submissions. All exploration projects are held under exploration licences and permits, against which during the year renewals are expected to be processed with associated renewal fees attaching.
27. Contingent liabilities
At 31 December 2024, the Company has a possible obligation to pay up to two years annual salary (£420,000) to Ed Bowie in the event of a change in control.
28. Events after the reporting date
On 21 March 2025, in conjunction with the Company's right issue, the Company entered into a short-term bridging loan of SEK 10 million (approx. £740k) with the underwriters of the rights issue to ensure that the Company had sufficient financial resources to continue advancing its projects ahead of the right issue being finalised. The bridging loan accrues interest of 1.5 per cent per 30-day period, has an administrative charge of 5 per cent and is repayable on 30 June 2025.
On 8 May 2025 the Company announced the completion of the capital raise with a total of £2.2 million (SEK 28.1 million) gross raised to fund the development of the Company's assets through their next key valuation milestones. The net funds raised after the loan repayment and share issue transaction costs are £1.0 million.
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