REG - Beowulf Mining PLC - Financial Results for the year ended 31 Dec 2024
23/05/2025 07:00
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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/ (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 (mailto: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 Share premium Capital contribution reserve Share based payment reserve Merger reserve Translation reserve Accumulated Totals Non - controlling interests Total
£ £ £ £ £ £ losses £ £ 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
Share capital Share premium Capital contribution reserve Share based payment reserve Merger reserve Accumulated losses Total
£ £ £ £ £ £ equity
Note £
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 impairment on 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 investments(1) - (6,653)
Impairment of exploration costs (note 8) 72,563 350,158
(1)Recovery 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 74,260 103,290
financial statements
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:
( )
Name Registered office
Grafintec Oy Plåtslagarevägen 35 A 1, 20320 Turku, Finland
Jokkmokk Iron Mines AB Berggatan 14, 962 32, Jokkmokk, Sweden
Beowulf Mining Sweden AB Berggatan 14, 962 32, Jokkmokk, Sweden
Wayland Copper Limited 201 Temple Chambers, 3-7 Temple Avenue, London
Wayland Sweden AB Berggatan 14, 962 32, Jokkmokk, Sweden
Vardar Minerals Limited 201 Temple Chambers, 3-7 Temple Avenue, London
UAV Geophysics (UK) Ltd 201 Temple Chambers, 3-7 Temple Avenue, London
Vardar Geoscience BVI Ltd Trident Chambers, P.O. Box 146, Wickhams Cay 1 Road Town, British Virgin
Islands
Vardar Geoscience Kosovo L.L.C Rifat Berisha 23/10, Pristina, Republic of Kosovo
Vardar Exploration Kosovo L.L.C Rifat Berisha 23/10, Pristina, Republic of Kosovo
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 Current year movement 31 December 2024
2023
£ £ £
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-current assets 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 31 December
2024 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)
Share capital Share premium Total
£ £ £
At 1 January 2024 11,571,875 27,141,444 38,713,319
Issue of new shares - cash 732,725 2,736,960(1) 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
Share capital Share premium Total
£ £ £
At 1 January 2023 8,317,106 24,689,311 33,006,417
Issue of new shares 3,254,769 2,452,133(2) 5,706,902
At 31 December 2023 11,571,875 27,141,444 38,713,319
( )
All issues are for cash unless otherwise stated.
( )
(1)Stated net of issue costs of £920,900 of which £776,421 was paid in cash
and £144,479 in ordinary shares of the company.
(2)Stated 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
Leases Borrowings Total
Group
£ £ £
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
Expenses(1) 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
Expenses(1) 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
(1)Expenses 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 587,392 847,791
contributions)
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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