REG - Beowulf Mining PLC - Financial Results for Period Ended 31 March 2026
29/05/2026 07:00
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RNS Number : 1452G Beowulf Mining PLC 29 May 2026
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation ("MAR")
(EU) No. 596/2014, as incorporated into UK law by the European Union
(Withdrawal) Act 2018 (as amended). Upon the publication of this announcement,
through the agency of the contact person of the Company set out below, this
inside information is now considered to be in the public domain.
29 May 2026
Beowulf Mining plc
("Beowulf" or the "Company")
Unaudited Financial Results for the Period Ended 31 March 2026
Beowulf Mining (AIM: BEM; Spotlight: BEO), the European mineral exploration
and development company, announces its unaudited financial results for the
three months ended 31 March 2026 (the "Period").
Activities in the Period
Sweden
· During the Period, through its wholly owned Swedish subsidiary
Jokkmokk Iron Mines AB ("Jokkmokk Iron"), the Company continued to progress
technical and environmental workstreams for the Kallak Iron Ore Project
("Kallak").
· Jokkmokk Iron published a Sustainability Strategy setting out the
company's vision, principles and approach to managing specific environmental
and social impacts relating to the Kallak project. The document is available
in English and Swedish on the Jokkmokk Iron website: Jokkmokk Iron
Sustainability Strategy (https://jokkmokkiron.se/hallbarhet) .
· Technical activity focused on mining fleet optimisation with
ongoing studies completed in collaboration with two market-leading Nordic
truck manufacturers for Kallak. Each offer battery electric, autonomous mining
solutions and have demonstrated the ability to meet Jokkmokk Iron's criteria.
· The Company announced during the Period that a consortium led by
Jokkmokk Iron had been conditionally awarded funding of €1.1 million from
the European Institute of Innovation and Technology ("EIT") as part of the
€2.4 million NordicPipe project ("NordicPipe"). The NordicPipe project's
objective is to advance technical and environmental knowledge, that will
enable the development and roll-out of slurry pipelines as a sustainable
transportation solution in the Nordic region. Following the end of the Period,
as announced on 27 April 2026, the consortium decided to withdraw from the EIT
funding programme and advance the NordicPipe project independently. The
consortium concluded that the project's key objectives can be achieved more
efficiently, with greater flexibility, and with a lower overall cost and
administrative burden independently from the EIT programme.
Finland
· Beowulf's wholly owned Finnish subsidiary, Grafintec Oy
("Grafintec"), published a Grafintec Sustainability Strategy setting out the
company's vision, principles and approach to managing its environmental and
social impacts. The document is available in English and Finnish on the
Grafintec website: Grafintec Sustainability Strategy
(https://www.grafintec.fi/wp-content/uploads/2026/01/Grafintec-Sustainability-Strategy-Jan-2026.pdf)
.
· Grafintec submitted an application for EU Strategic Project
status for the Graphite Anode Materials Plant ("GAMP") during the Period.
· The Company announced that its applications to Business Finland
for a Tax Credit and Research, Development and Piloting Loan had been
unsuccessful due to the Company failing an eligibility criterion. Business
Finland noted the merit of the GAMP project and, subject to the eligibility
criterion being addressed, the Company intends to reapply.
Kosovo
· Vardar Mineral Limited ("Vardar"), the Company's wholly owned
subsidiary focused on exploration in Kosovo remained subject to a non-binding
offer for its sale for a total of €4 million (approximately £3.5 million)
during the Period.
Corporate
· Following the issue of the £500,000 Convertible Loan announce on
22 December 2025, a total of six conversion notices were received by to the
Company for a total of £250,000 resulting in the issue of 4,045,841 shares to
the Investor during the Period.
Financial
· The underlying administration expenses of £375,583 are lower
than the previous period of £414,306. This decrease is primarily due to
share-based payment expenses of £71,614 (Q1 2025: £92,809), and legal and
professional fees of £144,024 (Q1 2025: £167,096).
· The consolidated loss before tax increased in the Period to
£536,816 (Q1 2025: £423,349). This increase is primarily due to a loss on
conversion of the convertible loan of £124,217 (Q1 2025: £Nil).
· The consolidated basic and diluted loss per share from continuing
and discontinued operations for the quarter ended 31 March 2026 was 0.95 pence
(Q1 2025: loss of 1.16 pence).
· £87,100 in cash was held at 31 March 2026 (31 March 2025:
£668,926).
· Exploration assets decreased to £15,455,048 at 31 March 2026
compared to £16,763,811 at 31 March 2025. This is due to Vardar exploration
assets of £3,608,012 being classified as held for sale as at 31 March 2026.
During the Period to 31 March 2026, there were additions of £96,436 and
foreign currency losses of £83,732.
· The cumulative translation losses held in equity increased by
£80,796 in the quarter ended 31 March 2026 to £995,547 (31 December 2025:
£914,571). Much of the Company's exploration costs are in Swedish Krona which
has weakened against the pound since 31 December 2025.
· At 31 March 2026, the Company had 63,703,707 Ordinary Shares in
issue of which 47,179,151 were Swedish Depository Receipts representing 74% of
the issued share capital of the Company. The remaining issued share capital of
the Company is held in the UK as AIM securities.
Post Period
· Following the end of the Period, the Company received a further
conversion notice for a total of £50,000 resulting in the issue of 1,000,000
shares to the Investor.
· As detailed above, the consortium led by Jokkmokk Iron decided to
withdraw from the EIT funding programme and advance the NordicPipe project
independently. The consortium concluded that the project's key objectives can
be achieved more efficiently, with greater flexibility, and with a lower
overall cost and administrative burden independently from the EIT programme.
· In April, Grafintec participated in the Power Coast Summit in the
municipality of Kotka, visited the Keltakallio industrial site and hosted
public meetings at its two graphite projects, Aitolampi
and Rääpysjärvi, in Eastern Finland.
· The engagement with Alternative Resource Capital as Joint Broker
was terminated after the end of the Period.
Current financial position
As noted in its 24 April 2026 update, the Company is in advanced discussions
in relation to a range of potential funding solutions and has received and is
reviewing a number of proposals and term sheets. Discussions are at an
advanced stage with a potential strategic investor and it is hoped that a
definitive agreement can be reached within the coming weeks. The discussions
remain non-binding at this stage and therefore, there can be no certainty that
financing can be obtained or on the terms of any financing.
The Company, with support from its advisers, continues to manage its cash and
creditor position and anticipates retaining sufficient cash to continue
trading through the next few weeks while it seeks to finalise the strategic
investment. The Board cautions that the Company now expects that it will need
to secure additional financing by the middle of June in order to progress its
projects and provide working capital for its operations.
Ed Bowie, Chief Executive Officer of Beowulf, commented:
"As work progresses at both Kallak and Grafintec, it is the critical focus of
the Board to secure the long-term funding necessary to continue advancing our
portfolio of assets. In respect to this, we hope to reach a definitive funding
solution within the coming weeks and look forward to updating the market as
and when appropriate."
Enquiries:
Beowulf Mining plc
Ed Bowie, Chief Executive Officer ed.bowie@beowulfmining.com
SP Angel
(Nominated Adviser & Broker)
Ewan Leggat / Stuart Gledhill / Adam Cowl Tel: +44 (0) 20 3470 0470
BlytheRay
Megan Ray / Rachael Brooks Tel: +44 (0) 20 7138 3204
beowulf@blytheray.com
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.
About Beowulf Mining plc
Beowulf Mining plc ("Beowulf" or the "Company") is an exploration and
development company, listed on the AIM market of the London Stock Exchange and
the Spotlight Exchange in Sweden.
Beowulf's purpose is to generate value for all stakeholders through the
sustainable exploration, development and production of raw materials that are
critical to support the transition to a greener economy.
The Company has two core assets, an iron ore development project in Sweden and
the development of a downstream processing facility for graphite anode
materials in Finland.
The Kallak iron ore project in northern Sweden has the potential to produce a
'market leading' magnetite concentrate of over 70% iron content. Jokkmokk
Iron, the Company's wholly-owned subsidiary, has defined a Mineral Resource,
classified according to the PERC Standards 2017, of a total of 132 million
tonnes ("Mt") grading 28.3% iron ("Fe") in the Measured and Indicated
categories, with an Inferred Mineral Resource of 39 Mt grading 27.1% Fe. The
Company secured the Exploitation Concession for Kallak in 2024 and is working
towards the submission of the Environmental Permit application. A Scoping
Study was completed in 2023 and the Company is focused on the completion of a
Pre-Feasibility Study ("PFS") to demonstrate the technical and economic
viability of the project.
In Finland, Grafintec, a wholly-owned subsidiary, is developing the Graphite
Anode Material Plant to supply anode material to the lithium-ion battery
industry. The Company completed a PFS in 2025 demonstrating extremely robust
economics and has secured a site for the future construction of the downstream
processing plant in Kotka in southern Finland. While the intention is to
initially import graphite concentrate from a third-party mine, Grafintec has a
portfolio of graphite projects in Finland including one of Europe's largest
flake graphite resources in the Aitolampi project in eastern Finland.
Grafintec is working towards creating a sustainable value chain in Finland
from high quality natural flake graphite resources to anode material
production, leveraging renewable power, targeting Net Zero CO(2) emissions
across the supply chain.
The Company also holds a number of exploration assets including in Kosovo
through its wholly owned subsidiary Vardar.
Beowulf wants to be recognised for living its values of Respect,
Responsibility and Integrity. The Company's ESG Policy is available on the
website following the link below:
https://beowulfmining.com/about-us/esg-policy/
BEOWULF MINING PLC
CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS TO 31 MARCH 2026
Notes (Unaudited) (Unaudited and restated) (Unaudited)
3 months ended 3 months ended 12 months
31 March 31 March ended
2026 2025 31 December 2025
£ £ £
Continuing operations
Administrative expenses (375,583) (414,306) (1,563,475)
Impairment of exploration assets - - (12,397)
Operating loss (375,583) (414,306) (1,575,872)
Finance costs 3 (37,030) (4,522) (60,766)
Finance income 14 279 2,224
Grant income - - 177
Fair value loss on listed investment - (1,125) (1,500)
Loss on disposal of right of use asset - (3,675) (3,715)
Loss on conversion of convertible loans (124,217) - -
Other income 4 - - 16,793
Loss before and after taxation from continuing operations (536,816) (423,349) (1,622,659)
Discontinued operations
Loss for the year from discontinued operations (26,957) (26,927) (124,919)
Loss for the period/year (563,773) (450,276) (1,747,578)
Loss per share attributable to the owners of the parent:
Continuing operations
Basic and diluted (pence) 5 (0.90) (1.09) (3.10)
Discontinued operations
Basic and diluted (pence) 5 (0.05) (0.07) (0.24)
BEOWULF MINING PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS TO 31 MARCH 2026
(Unaudited) (Unaudited and restated) (Unaudited)
3 months ended 3 months ended 12 months
31 March 31 March ended
2026 2025 31 December 2025
£ £ £
Loss for the period/year (563,773) (450,276) (1,747,578)
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss:
Exchange (losses)/gains arising on translation of foreign operations (80,976) 774,216 1,481,363
Total comprehensive (loss)/income (644,749) 323,940 (266,215)
BEOWULF MINING PLC
CONDENSED COMPANY STATEMENT OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS TO 31 MARCH 2026
Notes (Unaudited) (Unaudited) (Unaudited)
3 months ended 3 months ended 12 months ended
31 March 31 March 31 December 2025
2026 2025
£
£ £
Continuing operations
Administrative expenses (458,060) (398,646) (1,628,086)
Operating loss (458,060) (398,646) (1,628,086)
Finance costs 3 (36,731) (3,853) (58,686)
Finance income 2 33 2,128
Fair value loss on listed investment - (1,125) (1,500)
Loss before and after taxation and total comprehensive loss (494,789) (403,591) (1,686,144)
Loss per share attributable to the owners of the parent:
Basic and diluted 5 (0.83) (1.04) (3.22)
(pence)
BEOWULF MINING PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
(Unaudited) (Unaudited) (Unaudited)
As at As at As at
31 March 31 March 31 December
2026 2025 2025
£ £ £
ASSETS Notes
Non-current assets
Intangible assets 9 15,455,048 17,389,814 15,373,303
Property, plant and equipment 788 51,026 824
Right of use assets 14,748 59,234 21,245
Investments held at fair value through profit or loss 1,750 2,125 1,750
Loans and other financial assets 2,784 2,784 2,784
15,475,118 17,504,983 15,399,906
Current assets
Trade and other receivables 96,918 279,707 88,519
Cash and cash equivalents 87,100 668,926 329,647
184,018 948,633 418,166
Assets classified as held for sale 3,601,702 - 3,600,177
3,785,720 948,633 4,018,343
TOTAL ASSETS 19,260,838 18,453,616 19,418,249
EQUITY
Shareholders' equity
Share capital 6 13,599,872 12,356,927 13,397,580
Share premium 30,675,162 29,878,404 30,627,454
Capital contribution reserve 46,451 46,451 46,451
Share-based payment reserve 1,486,175 1,216,939 1,413,206
Warrant reserve 68,640 - 68,640
Merger reserve 425,497 425,497 425,497
Translation reserve (995,547) (1,621,718) (914,571)
Accumulated losses (26,982,742) (25,214,330) (26,511,632)
TOTAL EQUITY 18,323,508 17,088,170 18,552,625
LIABILITIES
Current liabilities
Trade and other payables 574,594 703,533 318,189
Lease liabilities 8,115 27,049 8,049
Borrowings 10 188,752 614,233 333,958
Derivative financial liabilities 52,487 - 88,996
823,948 1,344,815 749,192
Liabilities directly associated with assets held for sale 106,237 - 107,149
930,185 1,344,815 856,341
Non-current liabilities
Lease liabilities 7,145 20,631 9,283
7,145 20,631 9,283
TOTAL LIABILITIES 937,330 1,365,446 865,624
TOTAL EQUITY AND LIABILITIES 19,260,838 18,453,616 19,418,249
BEOWULF MINING PLC
CONDENSED COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
(Unaudited) (Unaudited) (Unaudited)
As at As at As at
31 March 31 March 31 December 2025
2026 2025 £
£ £
ASSETS Notes
Non-current assets
Property, plant and equipment 508 678 542
Investments in subsidiaries 841,833 4,122,379 817,025
Investments held at fair value through profit or loss 1,750 2,125 1,750
Loans and other financial assets 16,260,456 15,407,471 16,187,149
17,104,547 19,532,653 17,006,466
Current assets
Trade and other receivables 60,778 136,678 28,451
Cash and cash equivalents 56,566 657,196 235,652
117,344 793,874 264,103
Assets classified as held for sale 3,495,465 - 3,493,028
3,612,809 793,874 3,757,131
TOTAL ASSETS 20,717,356 20,326,527 20,763,597
EQUITY
Shareholders' equity
Share capital 6 13,599,872 12,356,927 13,397,580
Share premium 30,675,162 29,878,404 30,627,454
Capital contribution reserve 46,451 46,451 46,451
Share-based payment reserve 1,486,175 1,216,939 1,413,206
Warrant reserve 68,640 - 68,640
Merger reserve 425,497 425,497 425,497
Accumulated losses (26,215,308) (24,530,629) (25,813,182)
TOTAL EQUITY 20,086,489 19,393,589 20,165,646
LIABILITIES
Current liabilities
Trade and other payables 389,628 318,705 174,997
Borrowings 10 188,752 614,233 333,958
Derivative financial liabilities 52,487 - 88,996
630,867 932,938 597,951
TOTAL LIABILITIES 630,867 932,938 597,951
TOTAL EQUITY AND LIABILITIES 20,717,356 20,326,527 20,763,597
BEOWULF MINING PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE THREE MONTHS TO 31 MARCH 2026
Share capital Share premium Capital contribution reserve Share-based payment reserve Merger reserve Warrant Reserve Translation reserve Accumulated losses Total equity
£ £ £ £ £ £ £ £ £
At 1 January 2025 (Audited) 12,356,927 29,878,404 46,451 1,124,131 425,497 - (2,395,934) (24,764,054) 16,671,422
Loss for the period - - - - - - - (450,276) (450,276)
Foreign exchange translation - - - - - - 774,216 - 774,216
Total comprehensive loss - - - - - - 774,216 (450,276) 323,940
Transactions with owners
Equity-settled share-based payment transactions - - - 92,808 - - - - 92,808
Transfer on lapse of options - - - - - - - - -
At 31 March 2025 (Unaudited) 12,356,927 29,878,404 46,451 1,216,939 425,497 - (1,621,718) (25,214,330) 17,088,170
Loss for the period - - - - - - - (1,297,302) (1,297,302)
Foreign exchange translation - - - - - - 707,147 - 707,147
Total comprehensive loss - - - - - - 707,147 (1,297,302) (590,155)
Transactions with owners
Issue of share capital 1,040,653 1,123,738 - - - - - - 2,164,391
Cost of issue - (374,688) - - - - - - (374,688)
Equity-settled share-based payment transactions - - - 196,267 - - - - 196,267
Issue of warrants arising from convertible loan note issue - - - - - 68,640 - - 68,639
At 31 December 2025 (Unaudited) 13,397,580 30,627,454 46,451 1,413,206 425,497 68,640 (914,571) (26,511,632) 18,552,625
Loss for the period - - - - - - - (563,773) (563,773)
Foreign exchange translation - - - - - - (80,976) - (80,976)
Total comprehensive income - - - - - - (80,976) (563,773) (644,749)
Transactions with owners
Issue of shares on conversion of convertible notes 202,292 47,708 - - - - - 92,663 342,663
Equity-settled share-based payment transactions - - - 72,969 - - - - 72,969
At 31 March 2026 (Unaudited) 13,599,872 30,675,162 46,451 1,486,175 425,497 68,640 (995,547) (26,982,742) 18,323,508
BEOWULF MINING PLC
CONDENSED COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE THREE MONTHS TO 31 MARCH 2026
Share capital Share premium Capital contribution reserve Share-based payment reserve Merger reserve Warrant reserve Accumulated losses Total
£ £ £ £ £ £ £ £
At 1 January 2025 12,356,927 29,878,404 46,451 1,124,131 425,497 - (24,127,038) 19,704,372
Loss for the period - - - - - - (403,591) (403,591)
Total comprehensive loss - - - - - - (403,591) (403,591)
Transactions with owners
Equity-settled share-based payment transactions - - - 92,808 - - - 92,808
Transfer on lapse of options - - - - - - - -
At 31 March 2025 (Unaudited) 12,356,927 29,878,404 46,451 1,216,939 425,497 - (24,530,629) 19,393,589
Loss for the period - - - - - - (1,282,553) (1,282,553)
Total comprehensive loss - - - - - - (1,282,553) (1,282,553)
Transactions with owners
Issue of share capital 1,040,653 1,123,738 - - - - - 2,164,391
Cost of issue - (374,688) - - - - - (374,688)
Issue of warrants arising from CLN Issue - - - 196,267 - - - 196,267
Equity-settled share-based payment transactions - - - - - 68,640 - 68,640
At 31 December 2025 (Unaudited) 13,397,580 30,627,454 46,451 1,413,206 425,497 68,640 (25,813,182) 20,165,646
Loss for the period - - - - - - (494,789) (494,789)
Total comprehensive loss - - - - - - (494,789) (494,789)
Transactions with owners
Issue of shares on conversion of convertible notes 202,292 47,708 - - - - 92,663 342,663
Equity-settled share-based payment transactions - - - 72,969 - - - 72,969
At 31 March 2026 (Unaudited) 13,599,872 30,675,162 46,451 1,486,175 425,497 68,640 (26,215,308) 20,086,489
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS TO 31 MARCH 2026
1. Nature of operations
Beowulf Mining plc (the "Company") is domiciled in England and Wales. The
Company's registered office is 201 Temple Chambers, 3-7 Temple Avenue, London,
EC4Y 0DT. This consolidated financial information comprises that of 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.
2. Basis of preparation
The condensed consolidated financial information has been prepared on the
basis of the recognition and measurement requirements of UK-adopted
International Accounting Standards (UK-IAS). The accounting policies, methods
of computation and presentation used in the preparation of the interim
financial information are the same as those used in the Group's audited
financial statements for the year ended 31 December 2024.
The financial information in this statement does not constitute full statutory
accounts within the meaning of Section 434 of the UK Companies Act 2006. The
financial information for the quarter ended 31 March 2026 is unaudited and has
not been reviewed by the auditors.
The financial information for the twelve months ended 31 December 2025 is an
extract from the unaudited financial statements of the Group and Company.. The
comparative group income statement has been restated for the purposes of the
discontinued operations under IFRS 5.
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.
Going concern
The Company announced in April 2026 that it received and was reviewing a
number of proposals and term sheets in relation to a range of funding
solutions and in particular, the Company is in advanced discussions with a
potential strategic investor.
While discussions are progressing, there are currently no definitive
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 concern.
3. Finance costs
(Unaudited) (Unaudited and restated) (Unaudited)
3 months 3 months 12 months
ended ended ended
Group 31 March 2026 31 March 2025 31 December 2025
£ £ £
Bridging loan amortised interest 45 3,853 1,915
Lease liability interest 254 669 52,251
Convertible loan - interest 36,731 - 6,600
37,030 4,522 60,766
(Unaudited) (Unaudited and restated) (Unaudited)
3 months 3 months 12 months
ended ended ended
Company 31 March 2026 31 March 2025 31 December 2025
£ £ £
Bridging loan amortised interest - 3,853 52,086
Convertible loan - interest 36,731 - 6,600
36,731 3,853 58,686
4. Other income
(Unaudited) (Unaudited and restated) (Unaudited)
3 months 3 months 12 months
ended ended ended
31 March 2026 31 March 2025 31 December 2025
£ £ £
Other income - - 16,793
- - 16,793
5. Loss per share
(Unaudited) (Unaudited and restated) (Unaudited)
3 months 3 months 12 months
ended ended ended
Group 31 March 2026 31 March 31 December 2025
2025
Loss for the period/year attributable to shareholders of the Company:
From continuing operations (£'s) (536,816) (423,349) (1,655,082)
From discontinued operations (£'s) (26,957) (26,927) (124,919)
Weighted average number of ordinary shares 59,657,866 38,844,790 52,396,161
Loss per share:
From continuing operations (p) (0.90) (1.09) (3.16)
From discontinued operations (p) (0.05) (0.07) (0.24)
Company
Loss for the period/year attributable to shareholders of the Company (£'s) (494,789) (403,591) (1,686,143)
Weighted average number of ordinary shares 59,657,866 38,844,790 52,396,161
Loss per share (p) (0.83) (1.04) (3.22)
6. Share capital
(Unaudited) (Unaudited) (Unaudited)
As at As at As at
31 March 31 March 31 December 2025
2026 2025
£ £ £
Allotted, issued and fully paid
Ordinary shares of 5p each 3,185,185 1,942,240 2,982,893
Deferred A shares of 0.9p each 10,414,687 10,414,687 10,414,687
Total 13,599,872 12,356,927 13,397,580
The number of shares in issue was as follows:
Number
of ordinary shares
Balance at 1 January 2025 38,844,790
Issued during the period -
Balance at 31 March 2025 38,844,790
Issued during the period 20,813,076
Balance at 31 December 2025 59,657,866
Issued during the period 4,045,841
Balance at 31 March 2026 63,703,707
The shares issued during the period were as a result of conversion of the CLN
(see note 7).
Number
of deferred A shares
Balance at 1 January 2025 -
Issued during the period 1,157,187,463
Balance at 31 March 2025 1,157,187,463
Issued during the period -
Balance at 31 December 2025 1,157,187,463
Issued during the period -
Balance at 31 March 2026 1,157,187,463
7. Convertible loan notes
On 19 December 2025, the Company issued £500,000 unsecured convertible loan
notes (CLN), at the same time, the Company granted 4,329,004 warrants to the
investor with a 3 year term and an exercise price of £0.1155 per warrant. The
CLN accrues interest at a rate of 10% per annum and has a term of one year.
From an accounting perspective, the CLN consists of three components:
- Component 1 is the obligation to not repay the CLN in cash and
is recognised as a non-derivative financial liability and therefore measured
at amortised cost.
- Component 2 is recognised as the option to convert the CLN into
Conversion Shares. This is a derivative, as the number of conversion shares
varies based on the share price. The fixed-for-fixed criteria is not met and
therefore the conversion option does not meet the definition of equity. The
conversion option is therefore a derivative liability accounted for at fair
value through profit or loss.
- Component 3 is the option to convert the warrants into a fixed
number of ordinary shares at a fixed price. This component is therefore
classified as equity.
Convertible loan Convertible loan Convertible loan Total
debt derivative equity
£ £ £ £
At 1 January 2025 - - - -
Principal 337,487 91,750 70,763 500,000
Cost of issue (10,129) (2,754) (2,123) (15,006)
Interest 6,600 - - 6,600
At 31 December 2025 333,958 88,996 68,640 491,594
Interest 36,731 - - 36,731
Fair value movement - (36,509) - (36,509)
Conversion (181,937) - - (181,937)
At 31 March 2026 188,752 52,487 68,640 309,879
The equity component of the CLN has been recognised in the warrant reserve in
the statement of financial position.
Interest on the CLN is recognised using the effective interest method in
accordance with IFRS 9.
The value of the CLN Conversion Option is a function of the Company's future
share price. The value of the of the CLN Conversion Option depends on whether
the lowest trading price in the 20 days before Conversion is higher or lower
than the nominal value of the shares of the Company, being £0.05. Thus, a
computational model is required which creates numerous iterations of possible
daily share price evolution paths over the term of the CLN. The fair value of
the Conversion Option can then be calculated for each iteration with the
average of these values being the final fair value. This is known as the Monte
Carlo method.
8. Share based payments
During the Period, there were no options granted (Q1 2025: Nil; year ended 31
December 2025: 2,272,000). The options outstanding as at 31 March 2026 have an
exercise price in the range of 12 pence to 262.50 pence (31 December 2025: 12
pence to 262.5 pence) and a weighted average remaining contractual life of 8
years, 77 days (31 December 2025: 8 years, 158 days).
The share-based payment expense for the options for the period ended 31 March
2026 was £71,614 (Q1 2025: £92,808; year ended 31 December 2025: £286,364).
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%
Reconciliation of options in issue Number Weighted average exercise price (£'s)
Outstanding at 1 January 2025 3,170,000 0.65
Granted during the period 2,272,000 0.12
Outstanding at 31 December 2025 5,442,000 0.43
Exercisable at 31 December 2025 1,543,333 0.94
Reconciliation of options in issue Number Weighted average exercise price (£'s)
Outstanding at 1 January 2026 5,442,000 0.65
Outstanding at 31 March 2026 5,442,000 0.43
Exercisable at 31 March 2026 1,543,333 0.94
4,329,004 warrants were granted during the prior year. As the grant of the
warrants was attached to the issue of the CLN, they have been treated as a
component of the CLN and measured in accordance with IAS 32 (see note 7).
9. Intangible Assets: Group
Exploration assets Other intangible assets Total
£ £ £
Cost
As at 31 December 2025 (Unaudited) 14,627,273 746,030 15,373,303
As at 31 March 2026 (Unaudited) 14,639,977 815,071 15,455,048
Exploration costs (Unaudited) (Unaudited)
As at As at
31 March 31 December
2026 2025
£ £
Cost
Opening balance 14,627,273 15,521,317
Additions for the period/year 96,436 1,260,152
Foreign exchange movements (83,732) 1,448,902
Impairment - (12,397)
Reclassified as held for sale - (3,590,701)
Closing balance 14,639,977 14,627,273
The net book value of exploration costs is comprised of expenditure on the
following projects:
(Unaudited) (Unaudited)
As at As at
31 March 31 December
2026 2025
£ £
Project Country
Kallak Sweden 12,587,401 12,590,319
Pitkäjärvi Finland 1,759,027 1,749,466
Rääpysjärvi Finland 229,414 224,097
Luopioinen Finland 11,167 10,431
Emas Finland 52,968 52,960
14,639,977 14,627,273
Total Group exploration costs of £14,639,977 are currently carried at cost in
the financial statements. No impairment has been recognised during the period
(31 December 2025: £12,397).
Accounting estimates and judgements are continually evaluated and are based on
a number of factors, including expectations of future events that are believed
to be reasonable under the circumstances. Management is required to consider
whether there are events or changes in circumstances that indicate that the
carrying value of this asset may not be recoverable.
The most significant exploration asset within the Group is Kallak. During
2024, the Supreme Administrative Court delivered the verdict to uphold the
Government's awarding of the Exploitation Concession for Kallak.
Kallak is included in the condensed financial statements as at 31 March 2026
as an intangible exploration licence with a carrying value of £12,587,401 (31
December 2025: £12,590,320). Given the Exploitation Concession was awarded,
Management have considered that there is no current risk associated with
Kallak and thus have not impaired the project.
During the year ended 31 December 2025, Vardar was classified as held for
sale, and therefore exploration costs in relation to Mitrovica, Viti and Shala
are £nil at 31 December 2025 and 31 March 2026 (see note 10).
Other intangible assets (Unaudited) (Unaudited)
As at As at
31 March 31 December
2026 2025
£ £
Cost
At 1 January 746,030 501,705
Additions for the period/year 67,025 225,618
Grant income received - (12,750)
Foreign exchange movements 2,016 31,457
Total 815,071 746,030
Other intangible assets capitalised are development costs incurred following
the feasibility of GAMP project. This development has attained a stage where
it satisfies the requirements of IAS 38 to be recognised as an intangible
asset whereby it has the potential to be completed and used, provide future
economic benefits, whereby 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.
10. Discontinued operations
On 26 November 2025, the Company announced it had received a non-binding cash
offer of €4,000,000 (approx. £3,495,465) for its 100% interest in Vardar.
Completion of the offer is contingent upon the satisfactory outcome of the due
diligence process. Based on the information available at the reporting date,
the Directors were not aware of any issues that would prevent a satisfactory
conclusion.
In accordance with IFRS 5, the results of Vardar are presented within
discontinued operations in the Consolidated Statement of Profit or Loss (for
which the comparative statements and related notes have been restated). The
net assets of Vardar have been reclassified as assets and liabilities held for
sale. As at 31 March 2026, the net book value of Vardar's net assets of
£3,530,349 (31 December 2025: £3,525,450) is higher than the non-binding
cash offer of £3,495,465 (31 December 2025: £3,493,028) and therefore an
impairment of £4,897 (31 December 2025: £32,423) has been recognised in the
statement of profit or loss.
The investment in Vardar of £3,373,818 and the intercompany loan receivable
of £337,958 (31 December 2025: £364,441) have been classified as held for
sale in the Company's statement of financial position.
11. Borrowings
(Unaudited) (Unaudited)
Group and Company As at As at
31 March 31 December
2026 2025
£ £
Current
Convertible loan notes - debt 188,752 333,958
Total borrowings 188,752 333,958
12. Post balance sheet events
On 23 April 2026, the Company announced it had received notice to convert a
further £50,000 of the outstanding balance of the unsecured convertible loan
notes into 1,000,000 ordinary shares of the Company.
13. Availability of interim report
A copy of these results will be made available for inspection at the Company's
registered office during normal business hours on any weekday. The Company's
registered office is at 207 Temple Chambers, 3-7 Temple Avenue, London, EC4Y
0DT. A copy can also be downloaded from the Company's website at
www.beowulfmining.com. Beowulf Mining plc is registered in England and Wales
with registered number 02330496.
** Ends **
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