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REG - Kendrick Resources - Final Results for period to 29 December 2024

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RNS Number : 6917G  Kendrick Resources PLC  29 April 2025

29 April 2025

 

Kendrick Resources Plc

("Kendrick" or the "Company")

 

  Final Results for period to 29 December 2024

 

Kendrick Resources Plc (LSE: KEN), the mineral exploration and development
company building vanadium, nickel and copper battery metal projects in
Scandinavia is pleased to announce its full year results for the year ended 29
December 2024.

The Annual Report and Financial Statements for the year ended 29 December 2024
will shortly be available on the Company's website
at https://www.kendrickresources.com (https://www.kendrickresources.com/) . A
copy of the Annual Report and Financial Statements will also be uploaded to
the National Storage Mechanism where it will be available for viewing
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Please note that page references in the text below refer to the page numbers
in the Annual Report and Financial Statements.

This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

 

For additional information please contact:

 

 Kendrick Resources Plc:     Tel: +44 2039 616 086

 Chairman                    Colin Bird

 Novum Securities            Tel: +44 207 399 9400

 Financial Adviser           David Coffman / Anastassiya Eley

 Joint Broker                Jon Bellis

 Shard Capital Partners LLP  Tel: +44 207 186 9952

 Joint Broker                Damon Heath / Isabella Pierre

 

 

Financial highlights:

·    £3.4m loss before tax (2023: £1.1m)

·    Approximately £18k cash at bank at the year end (2023: £200k).

·    The basic and diluted loss per share of 1.40 pence (2023: loss 0.45
pence) has been calculated on the basis of the loss of £3,437,121 (2023: loss
£1,099,162) and on 245,674,119 (2023: 242,565,645) ordinary shares, being the
weighted average number of ordinary shares in issue during the year ended 29
December 2024.

·    The net asset value as at year end was £1.32m (2023 (£4.58m).

 

 

CHAIRMAN'S STATEMENT

 

Dear Shareholder,

 

In the year under review the Company made a full assessment of the status and
potential of its  projects in the light of the current commodity markets,
their relative prospectivity and the funding market for junior exploration
companies.

 

Airijoki Project: The Airijoki Vanadium project in Sweden has demonstrated
that it is a robust project with many options to bring it to account. The
project area covers 39.41km2 and has an inferred mineral resource comprising
of 44.3million tonnes of an in-situ grade with 5.9million tonnes of magnetite
averaging 1.7% VTO5.

 

The exploration work to date indicates the potential to at least double the
size of the Airijoki project and external metallurgical test work has
demonstrated that increasing recovery, whilst maintaining concentrate grade,
is a strong possibility.

 

In addition, we have identified potential for copper, nickel, cobalt, gold and
palladium, which are coincident with underlying airborne geophysical
anomalies.  Thus, we have a multi-commodity project area, underpinned by the
Vanadium project and, in a tight market for exploration companies, we have
decided that in Scandinavia the Group will  focus on the Airijoki Vanadium
project and make an impairment provision against its other vanadium projects
in Sweden and Finland due to their relative lack of prospectivity compared to
the Airijoki project.

 

Nickel Projects: The Nickel projects in Sweden and Norway, all indicate scope
for increased discovery with the Mjovattnet and Njuggtraskliden projects being
open ended with a combined potential of 25km of strike ("Swedish Nickel Line
Projects").  The Norwegian Nickel properties within the Espedalen Nickel
complex have good potential for sulphide nickel and contain 10 untested
targets ("Norwegian Nickel Projects").  However at the time of writing this
report the nickel producing industry has been severely tested by the massive
investment by the Chinese into Indonesia.  Resulting flows of nickel from
Indonesia have severely adversely affected the supply demand balance with a
negative effect on the nickel price and the ability to raise funds for nickel
exploration projects.  Many nickel miners and exploration companies around
the world have been forced to close and / or re-focus their operations.  The
Board does not anticipate that this situation will change in the short to
midterm and are thus reluctant to commit to new nickel exploration programmes
which are unlikely to produce new mines within a reasonable forecastable
timeframe.  Against this backdrop, the Board has decided to discontinue
Nickel exploration in Scandinavia and make a full impairment provision against
the Swedish Nickel Line and Norwegian Nickel Projects.

 

Results for the year: The Group reported a loss before taxation for the year
of £3,437,121 (2023: £1,099,162) mainly due to administrative costs of
£693,059 (2023: £580,287), including professional, consulting and directors'
fees and an impairment of £2,737,711 (2023: £448,904) against licences we
have decided to relinquish to focus on our Airijoki, project.  Net assets at
29 December 2024 amounted to £1,320,795 (2023: £4,577,999) including
exploration and evaluation assets of £2,200,826 (2023: £4,756,879) and cash
of £17,551 (2023: £199,992).

 

Outlook: The junior resource market has been depressed since July 2021 but is
showing some signs of improving for the right projects but generally shows
little prospect of a recovery in the short term.  The exception is gold which
is enjoying its day in the sun and copper is also showing positive signs of
price increase.  Lithium/nickel/zinc have all come under pressure and do not
appear to be sharing any price increase forecast and thus remain under
pressure.

 

The small cap resource market is more inclined to the prospect of immediate
production and less supportive of pure exploration.  This situation has been
exacerbated by the uncertainty that the Trump government has created by
impending tariffs and increase in global geo-political tension.
Paradoxically many countries are developing strategies to protect their supply
chains for copper and other critical metals essential for the production of
batteries, electronics, renewable energy technologies, and various high-tech
applications which requires investment in exploration to find and develop
tomorrow's mines.

 

Against this background the Board remain convinced that copper and other
critical metals should be the focus for the Company and as such in addition to
retaining the Airijoki Project are looking to restructure the portfolio to
focus on these metals in jurisdictions they know, including Southern Africa,
and have identified personnel to carry out the necessary technical evaluation
of potential projects. The Board have identified a number of opportunities
which are currently being evaluated for best contribution to the Group's
future.  Our acquisition search will be dominated by copper and other
critical metals in areas the Board has experience in order to be positioned in
the right commodities at the right time when markets improve.  We will keep
shareholders posted on our progress and in the meantime will seek to minimise
costs and cash outgoings.

 

AGM and Resolutions: The resolutions for the forthcoming Annual General
Meeting will be contained in a separate Notice which will be made available to
shareholders and on the website www.kendrickresources.com
(http://www.kendrickresources.com) . The Directors will recommend shareholders
to vote in favour of all the resolutions and a form of proxy will be
dispatched to all shareholders for this purpose.

 

Colin Bird

Chairman

 

29 April 2025

 

 

Operational Financial Corporate and Strategy Reviews

 

INTRODUCTION

Kendrick Resources Plc was admitted to the Standard Segment of the Main Market
of the London Stock Exchange ("Admission") on 6 May 2022 and is currently
listed on the FCA's Official List (Equity Shares (transition)) its principal
activity is that of mining exploration and development.  The Company's focus
has been on vanadium, nickel, and copper battery metals projects in
Scandinavia via its subsidiaries.

The Directors are required to provide a year-end report in accordance with the
Financial Conduct Authorities ("FCA") Disclosure Guidance and Transparency
Rules ("DTR"). The Directors consider this Financial, Corporate and
Operational Review along with the Chairman's Report, the Strategic Review and
the Directors' Report provides details of the important events which have
occurred during the period and which impact on the financial statements as
well as the outlook for the Company and Group going forward.

The Company's strategy is to enhance the value of its mineral resource
projects through exploration and technical studies conducted by the Company or
through joint venture or other arrangements with a view to establishing the
projects can be economically mined for profit. The Group has been seeking to
do this by building an energy metals production business focused on nickel,
vanadium and copper mineral resources projects in Scandinavia.  Having
assessed the current funding market for nickel exploration and development
companies and the operational and maintenance costs of its projects and their
relative prospectivity the Board has decided to focus on its Airijoki vanadium
energy storage project in Sweden notwithstanding the prospectivity of its
other projects were they fully funded.

Given the Board's extensive resource project experience in Southern Africa and
the relative cost of developing projects in Southern Africa compared to
Scandinavia the Board has decided that it is in the best interest of
shareholders to seek new copper and critical  metals project opportunities in
areas the Board have expertise in, including Southern Africa, and will update
shareholders when an appropriate projects(s) are identified and in the
meantime the Group will seek to minimise costs.

Operational Review

Acquisition during the year

There were no acquisitions during the year.

Impairment Provision

Having assessed the current funding market for nickel focussed exploration and
development companies and the operational and maintenance costs of its
projects the Board has decided to focus on its Airijoki vanadium energy
storage project in Sweden notwithstanding the prospectivity of its other
projects were they fully funded.

In light of this assessment the decision has been made to make a full
impairment provision in relation to the Simesvallen 100, Kullberget100,
Sumasjon1, Mjovattent and Njuggtraskliden licences in Sweden, the Koitelainen
licence in Finland and the Espedalen licences in Norway and some incidental
costs incurred in early 2024 in relation to the Karhujupukka North licences in
Finland and the Sigdal licence in Norway.

 

Summary of Retained Airijoki Project:

The Airijoki vanadium copper project in Sweden comprises seven contiguous
exploration permits covering 39.41 km(2)  and is supported by an Inferred
Mineral Resource comprising 44.3 Mt at an in-situ grade of 0.4% V(2)O(5),
containing 5.9 Mt of magnetite averaging 1.7% V(2)O(5) (in magnetite
concentrate) for 100,800 t of contained V(2)O(5) based on a 13.3% mass
recovery of magnetite concentrate and a 0.7% V(2)O(5) cut-off grade, on a 100%
equity basis (and net attributable basis).

The main field exploration focus since the acquisition of the Airijoki project
was a 1,394 metre exploration drill program at the Airijoki vanadium copper
project in Sweden conducted late in 2023 the results of which were announced
on 8 February 2024.

The highlights of the drill results were:

 

·    Results have been received for whole rock and vanadium magnetite
concentrates produced from eight holes drilled north of the existing Airijoki
vanadium JORC Mineral Resource containing 44.3 Mt @ 0.4% V2O5, in-situ,
containing 5.9 Mt of magnetite averaging 1.7% V2O5.

·    Seven out of eight holes drilled intersected Vanadium mineralisation.

·    Notable intercepts included:

o  0.52% V2O5 - whole rock (1.77% V2O5 - magnetite concentrate) over 28.80m
from 77.55m in hole AIR23-003, incl.

§ 0.72% V2O5 - whole rock (2.15% V2O5 - magnetite concentrate) over 12.00m
from 89.50m

o  0.43% V2O5 - whole rock (1.44% V2O5 - magnetite concentrate) over 19.15m
from 75.85m in hole AIR23-008

o  0.32% V2O5 - whole rock (1.42% V2O5 - magnetite concentrate) over 28.65m
from 174.50m in AIR23-002

§ incl. 0.40% V2O5  - whole rock (1.75% V2O5 -magnetite concentrate) over 12
m from 186.5m

 

The combination of a JORC Mineral Resource, positive assay results and access
to a further five contiguous exploration licences expected to generate
additional vanadium (and copper) targets for follow up and possible future
expansion of the current vanadium resource, support the prospectivity of the
Airijoki Project.

The emphasis at Airijoki has been to switch from further drilling to expanding
the Mineral Resource, to focusing on the development and implementation of an
appropriate strategy to build a sustainable vanadium business, this does not
preclude future ongoing exploration. But in the meantime we will be looking to
build strategic alliances with both iron ore and vanadium miners and
processors, together with an alignment with end users of vanadium, principally
in the Vanadium Redox battery sphere. Operating to the highest possible
standards, the Company aims to become a significant contributor to the supply
of vanadium in the Scandinavian battery arena.

 

Financial Review

Financial highlights:

·    £3.4m loss before tax (2023: £1.1m)

·    Approximately £18k cash at bank at the year end (2023: £200k).

·    The basic and diluted loss per share of 1.40 pence (2023: loss 0.45
pence) has been calculated on the basis of the loss of £3,437,121 (2023: loss
£1,099,162) and on 245,674,119 (2023: 242,565,645) ordinary shares, being the
weighted average number of ordinary shares in issue during the year ended 29
December 2024.

·    The net asset value as at year end was £1.32m (2023 (£4.58m).

 

Fundraisings and issues of shares and options

The Company did not undertake any equity fundraising during the year but on 22
April 2024 announced that the Company had entered into an unsecured
convertible loan funding facility (the "Facility") for £500,000 with
Sanderson Capital Partners Ltd (the "Lender"), a long term shareholder in the
Company.  The Facility is convertible at 0.75 pence per ordinary share
("Shares") and can be drawn down in 4 tranches of £125,000 each ("Loan
Tranches"). The Facility is a standby facility as a potential additional
source of working capital for the Company in a period when the funding market
for junior exploration companies is subject to market volatility. During the
year a drawdown of £125,000 ("Tranche One Drawdown") was made and paid under
the Facility.  During the year a second drawdown of £125,000 ("Tranche Two
Drawdown" was made under the Facility but the Tranche Two Drawdown has not yet
been paid.

On 18 September 2024 the Company announced that it had issued 6,365,385
ordinary shares to settle £46,000 of accrued fees due to suppliers.

The Company did not issue any share options during the period and issued
4,166,667 warrants exercisable for three years in relation to the drawdown of
£125,000 under the Facility which was paid during the year.

 

Corporate Review

Company Board: The Board of the Company at the date of this report comprises
Colin Bird, Executive Chairman, Martyn Churchouse Managing Director and Non-
executive directors Kjeld Thygesen, Evan Kirby and Alex Borrelli.

 

Admission: The Company was admitted to the Official List on the now called
FCA's Official List (Equity Shares (transition) category) and its shares
commenced trading on 6 May 2022.

 

Corporate Acquisitions

There were no corporate acquisitions during the period.

 

Lock Up and Orderly Market arrangements at IPO:

At Admission the Directors and their related parties, in aggregate, held
47,294,860 Ordinary Shares, representing 21.62% of the Enlarged Share Capital.
The Directors agreed with the Company and Novum Securities Limited ("Novum")
its Joint Broker, except for certain standard exceptions, not to dispose of
any interest in the Ordinary Shares held by them for a period of 12 months
following Admission (Lock-In Period) and then for the following 12 months
until 6 May 2024 not to dispose of their Ordinary shares without first
consulting the Company and Novum in order to maintain an orderly market for
the shares. The Directors and their related parties did not dispose of any
Ordinary Shares during the year.

 

Strategy Review

The Group's strategy is to enhance the value of its mineral resource projects
through exploration and technical studies conducted by the Group or through
joint venture or other arrangements with a view to establishing the projects
can be economically mined for profit. The Group has been seeking to do this by
building an energy metals production business focused on nickel, vanadium and
copper mineral resources projects in Scandinavia.  Having assessed the
current funding market for nickel exploration and development companies and
the operational and maintenance costs of its projects  and their relative
prospectivity the Board has decided to focus on its Airijoki vanadium energy
storage project in Sweden notwithstanding the prospectivity of its other
projects were they fully funded.

Given the Board's extensive resource project experience in Southern Africa and
the relative cost of developing projects in Southern Africa compared to
Scandinavia the Board has decided that it is in the best interest of
shareholders to seek new copper and critical metals project opportunities in
areas where the Board has experience in, including Southern Africa, and will
update shareholders when an appropriate projects(s) are identified and in the
meantime the Group will seek to minimise costs.

 

Outlook

There is current volatility as markets seeks to understand and anticipate the
effects of a second Trump administration, a new era of higher tariffs, and the
ongoing conflicts in Ukraine and the Middle East. At a macro level there is a
supply shortage for copper and critical metals and gold is around all-time
highs. Funding markets for exploration companies continued to be depressed in
2024 but are showing some signs of improving for the right projects. The
objective of the Board is to work to enhance the value of the Group's Airijoki
vanadium project in Sweden and to seek new copper and base and critical metals
project opportunities in Southern Africa that can be cost effectively
advanced.

 

STRATEGIC REPORT

 

The Directors present their strategic report for the year ended 29 December
2024.

 

PRINCIPAL ACTIVITIES

The Company's principal activity is to enhance the value of its mineral
resource projects through exploration and technical studies conducted by the
Company or through joint venture or other arrangements with a view to
establishing the projects can be economically mined for profit. The Group has
been seeking to do this by building an energy metals production business
focused on nickel, vanadium and copper mineral resources projects in
Scandinavia.  Having assessed the current funding market for nickel
exploration and development companies and the operational and maintenance
costs of its projects and their relative prospectivity the Board has decided
to focus on its Airijoki vanadium energy storage project in Sweden
notwithstanding the prospectivity of its other projects were they fully
funded.

Given the Board's extensive resource project experience in regions outside
Scandinavia including Southern Africa and the relative cost of developing
projects in Southern Africa compared to Scandinavia the Board has decided that
it is in the best interest of shareholders to seek new copper and critical
metals project opportunities in areas the Board has expertise in including
Southern Africa and will update shareholders when an appropriate project(s)
are identified and in the meantime the Group will seek to minimise costs and
cash out goings.

 

GOING CONCERN

As disclosed in Note 3, the Group currently has no income and meets its
working capital requirements through raising development finance. In common
with many businesses engaged in exploration and evaluation activities prior to
production and sale of minerals the Group will require additional funds and/or
funding facilities in order to fully develop its business plan.

 

Ultimately the viability of the Group is dependent on future liquidity in the
exploration period and this, in turn, depends on the Group's ability to raise
funds to provide additional working capital to finance its ongoing activities.
Management has successfully raised funds in the past, but there is no
guarantee that adequate funds will be available when needed in the future.

As at 29 December 2024, the Group had net assets of £1.32m and cash and cash
equivalents of £18k. An operating loss is expected in the year subsequent to
the date of these financial statements and as a result the Group will need to
raise funding to provide additional working capital to finance its ongoing
activities.

On 22 April 2024 the Company announced it had entered into an unsecured
convertible loan funding facility (the "Facility") for £500,000 with
Sanderson Capital Partners Ltd (the "Lender"), a long term shareholder in the
Company.  The Facility is convertible at 0.75 pence per ordinary share
("Shares") and can be drawn down in 4 tranches of £125,000 each ("Loan
Tranches"). The Facility is a standby facility as a potential additional
source of working capital for the Group in a period when the funding market
for junior exploration companies is subject to market volatility. During the
year a drawdown of £125,000 ("Tranche One Drawdown") was made and paid under
the Facility.  During the year a second drawdown notice of £125,000
("Tranche Two Drawdown") was issued under the Facility but the Tranche Two
Drawdown has not yet been paid (see Note 17 for further details).

The Board acknowledges the Disclaimer of opinion in the independent auditors'
report in respect of the Company's and Group's ability to continue as a going
concern. Based on its current reserves and the Board's assessment that the
Group will be able to raise additional funds, as and when required, to meet
its working capital and capital expenditure requirements, the Board have
concluded that they have a reasonable expectation that the Company and Group
can based on a cash flow forecast to 30 April 2026 continue in operational
existence for the foreseeable future and at least for a period of 12 months
from the date of approval of these financial statements.

For these reasons the financial statements have been prepared on the going
concern basis, which contemplates continuity of normal business activities and
the realisation of assets and discharge of liabilities in the normal course of
business.

 

ENERGY CONSUMPTION

The Company consumed less than 40MWh during the period and as such is a Low
Energy User as defined in the  Environmental Reporting Guidelines Including
streamlined energy and carbon reporting guidance March 2019 (Updated
Introduction and Chapters 1) and as such is not required to provide detailed
disclosures of energy and carbon information.  Task Force on Climate-related
Financial Disclosures are contained in the Corporate Governance Statement.

 

PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE

The Directors believe they have acted in the way most likely to promote the
success of the Company for the benefit of its members, as required by s172 of
the Companies Act 2006 as detailed below.

The requirements of s172 are for the Directors to:

-      Consider the likely consequences of any decision in the long term;

-      Act fairly between the members of the Company;

-      Maintain a reputation for high standards of business conduct;

-      Consider the interests of the Company's employees;

-      Foster the Company's relationships with suppliers, customers, and
others; and

-      Consider the impact of the Company's operations on the community
and the environment.

Our Board of Directors remain aware of their responsibilities both within and
outside of the Group. Within the limitations of a Group with so few employees
we endeavour to follow these principles, and examples of the application of
the s172 are summarised and demonstrated below.

The Company operates as a mining exploration and development company which is
speculative in nature and at times may be dependent upon fund-raising for its
continued operation. The nature of the business is well understood by the
Company's members, employees and suppliers, and the Directors are transparent
about the cash position and funding requirements.

The Company is investing time in developing and fostering its relationships
with its key suppliers.

 

As a mining exploration company with future operations based in Scandinavia,
the Board  takes seriously its ethical responsibilities to the communities
and environment in which it works. Task Force on Climate-related Financial
Disclosures are contained in the Corporate Governance Statement.

The interests of future employees and consultants are a primary consideration
for the Board, and we have introduced an inclusive share-option programme
allowing them to share in the future success of the Company. Personal
development opportunities are encouraged and supported.

 

KEY PERFORMANCE INDICATORS

Key performance indicators for the Group as a measure of financial performance
are as follows:

                               Year ended        Year ended
                               29 December 2023  29 December
                               2024              2023
                               £                 £
 Total assets                  2,267,173         5,006,709
 Net assets                    1,320,795         4,577,999
 Cash and cash equivalents     17,551            199,992
 Trade and other payables      (821,378)         (428,710)
 Loss before tax for the year  (3,437,121)       (1,099,162)

Results for the year: The Group reported a loss before taxation for the year
of £3,437,121 (2023: £1,099,162) mainly due to administrative costs of
£693,059 (2023: £580,287), including professional, consulting and directors'
fees and an impairment of £2,737,711 (2023: £448,904) against licences we
have decided to relinquish to focus on our Airijoki, project.  Net assets at
29 December 2024 amounted to £1,320,795 (2023: £4,577,999) including
exploration and evaluation assets of £2,200,826 (2023: £4,756,879) and cash
of £17,551 (2023: £199,992).

As explained under the Principal Activities section of this report, the Board
has decided the Group should focus on its Airijoki vanadium project in Sweden
and is seeking new copper and critical metals projects in areas where the
Board has expertise in, including Southern Africa.

 

PRINCIPAL RISKS AND UNCERTAINTIES

The Group is subject to various risks similar to all exploration companies
operating in overseas locations relating to political, economic, legal,
industry and financial conditions, not all of which are within its control.
The Group identifies and monitors the key risks and uncertainties affecting
the Group and runs its business in a way that minimises the impact of such
risks where possible.

The following risks factors, which are not exhaustive, are particularly
relevant to the Group's current and future business activities:

 

Licensing and title risk

Governmental approvals, licences and permits are, as a practical matter,
subject to the discretion of the applicable governments or government
offices. The Group must generally and specifically in relation to future
projects comply with known standards, existing laws and regulations that may
entail greater or lesser costs and delays depending on the nature of the
activity to be permitted and the interpretation of the laws and regulations by
the permitting authorities. New laws and regulations, amendments to existing
laws and regulations, or more stringent enforcement could have a material
adverse impact on the Group's result of operations and financial condition.
The Group's exploration activities are dependent upon the grant of appropriate
licences, concessions, leases, permits and regulatory consents which may be
withdrawn or made subject to limitation.

There is a risk that negotiations with the relevant government in relation to
the renewal or extension of a licence may not result in the renewal or grant
taking effect prior to the expiry of the previous licence and there can be no
assurance as to the terms of any extension, renewal or grant. This is a risk
that all resource companies are subject to, particularly when their assets are
in emerging markets. The Group continually seeks to do everything within its
control to ensure that the terms of each licence are met and adhered to.

 

Dependency on key personnel

Management comprises a small team of experienced and qualified executives. The
Directors believe that the loss of any key individuals in the team or the
inability to attract appropriate personnel could impact the Group's
performance.

Although the Group has entered into contractual arrangements to secure the
services of its key personnel, the retention of these services and the future
costs associated therewith cannot be guaranteed.

 

Royalty arrangement and the Kabwe plant

Prior to the Company Listing on 6 May 2022 and acquiring the Nordic Projects
the Company had an interest in the Kabwe Project which has been fully provided
against. As reported in the 2020 accounts Jubilee Metals Group PLC ("Jubilee")
is the sole operator of the Kabwe Project and has full control of the
execution methodology. In addition, Jubilee has agreed to fund the Kabwe
Project by way of debt finance without dilution to Kendrick's shareholding
which amounted to a fixed 11% and has been converted to an 11% royalty.
Jubilee is currently actively engaged in copper refining through its
purpose-designed refinery at Kabwe. The zinc price has been extremely volatile
and the zinc tailings at Kabwe may be metallurgically complex, giving way to
copper production, being the best alternative to the refinery. Against the
aforementioned, the Board has no expectation of any royalty income in the
midterm but are negotiating with Jubilee to sell the royalty back to Jubilee.

 

Legal risk

The legal systems in the countries in which the Group's operations are
currently and prospectively located are different to that of the UK. This
could result in risks such as: (i) potential difficulties in obtaining
effective legal redress in the courts of such jurisdictions, whether in
respect of a breach of law or regulation, or in an ownership dispute; (ii) a
higher degree of discretion on the part of governmental authorities; (iii) the
lack of judicial or administrative guidance on interpreting applicable rules
and regulations; (iv) inconsistencies or conflicts between and within various
laws, regulation, decrees, orders and resolutions; and (v) relative
inexperience of the judiciary and courts in such matters.

In certain jurisdictions the commitment of local business people, government
officials and agencies and the judicial system to abide by legal requirements
and negotiated agreements may be more uncertain. In particular, agreements in
place may be susceptible to revision or cancellation and legal redress may be
uncertain or delayed. There can be no assurance that joint ventures, licences,
licence applications or other legal arrangements will not be adversely
affected by the actions of government authorities or others and the
effectiveness of and enforcement of such arrangements in these jurisdictions
cannot be assured.

 

Liquidity and financing risk

Although the Directors consider that the Company and Group has sufficient
funding in place, there can be no guarantee that further funding will be
available and on terms that are acceptable to the Company should additional
costs or delays arise. Nor can there be any guarantee that the additional
funding will be available to allow the Company to obtain and develop
additional projects in the necessary timeframe.

The Directors review the Company's and Group's funding requirements on a
regular basis, and take such action as may be necessary to either curtail
expenditures and / or raise additional funds from available sources including
asset sales and the issuance of debt or equity.

 

Governmental approvals, licences and permits

Governmental approvals, licences and permits are, as a practical matter,
subject to the discretion of the applicable governments or government offices.
The Group must comply with known standards and existing laws and regulations,
any of which may entail greater or lesser costs and delays depending on the
nature of the activity to be permitted and the interpretation of the laws and
regulations by the permitting authorities. Delays in granting such approvals,
licences and permits, new laws and regulations, amendments to existing laws
and regulations, or more stringent enforcement could have a material adverse
impact on the Group's result of operations and financial condition. The
Group's activities are dependent upon the grant of appropriate licences,
concessions, leases, permits and regulatory consents which may be withdrawn or
made subject to limitation.

There is a risk that negotiations with the relevant government in relation to
the renewal or extension of a licence may not result in the renewal or grant
taking effect prior to the expiry of the previous licence and there can be no
assurance as to the terms of any extension, renewal or grant.

 

Liability and insurance

The nature of the Group's business means that the Group may be exposed to
potentially substantial liability for environmental damages.  There can be no
assurance that necessary insurance cover will be available to the Group at an
acceptable cost, if at all, nor that, in the event of any claim, the level of
insurance carried by the Group now or in the future will be adequate.

The Group's operations are also subject to environmental and safety laws and
regulations, including those governing the use of hazardous materials. The
cost of compliance with these and similar future regulations could be
substantial and the risk of accidental contamination or injury from hazardous
materials with which it works cannot be eliminated. If an accident or
contamination were to occur, the Group would likely incur significant costs
associated with civil damages and penalties or criminal fines and in complying
with environmental laws and regulations. The Group's insurance may not be
adequate to cover the damages, penalties and fines that could result from an
accident or contamination and the Group may not be able to obtain adequate
insurance at an acceptable cost or at all.

 

Currency risk

The Company expects to present its financial information in sterling although
part or all of its business may be conducted in other currencies. As a result,
it will be subject to foreign currency exchange risk due to exchange rate
movements which will affect the Group's transaction costs and the translation
of its results. The majority of the payments were in Euros and SEK (Swedish
Krona), but while there were significant fluctuations in the year the payments
were not significant at this early stage as there were limited operations.

 

Economic, political, judicial, administrative, taxation or other regulatory
factors

The Group may be adversely affected by changes in economic, political,
judicial, administrative, taxation or other regulatory factors, in the
territories in which the Group will operate particularly in the Scandinavian
region.

 

Taxation

Any change in the Company's tax status or the tax applicable to holding
Ordinary Shares or in taxation legislation or its interpretation, could affect
the value of the investments or assets held by the Company, which in turn
could affect the Company's ability to provide returns to Shareholders and/or
alter the post-tax returns to shareholders. Statements in this document
concerning the taxation of the Company and its investors are based upon
current tax law and practice which may be subject to change.

Approved by the Board of Directors and signed on behalf of the Board.

 

C Bird

Chairman

 

29 April 2025

 

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

 

Year ended 29 December 2024

 

                                                                   Notes  Year to                                   Year to

                                                                          29 December                               29 December

                                                                          2024                                      2023

                                                                          £                                         £

 Administrative expenses                                                  (693,059)                                 (580,287)
 Share based option charge                                                -                                         (59,758)
 Loss in fair value of investment                                         -                                         (6,376)
 Impairment charge on exploration and                              12     (2,737,711)                               (448,904)

 evaluation assets

 Operating loss                                                    5      (3,430,770)                               (1,095,325)

 Finance expense                                                   5      (6,351)                                   (3,837)

 Loss before tax                                                          (3,437,121)                               (1,099,162)
 Taxation                                                          8      -                                         -

 Loss for the year                                                        (3,437,121)                               (1,099,162)

 Other comprehensive loss:
 Foreign currency difference on translation of foreign operations         133,917                                   (27,035)

 Total comprehensive loss for the year                                    (3,303,204)                               (1,126,197)

 

 Basic and diluted loss per share  9  (1.40)p  (0.45)p

 

 

The notes on page 45 to 78 form part of these financial statements.

All amounts are derived from continuing operations.

 

 

GROUP STATEMENT OF FINANCIAL POSITION

 

As at 29 December 2024

                                    Notes  29 December                               29 December

                                           2024                                      2023

                                           £                                         £
 Assets
 Non-current assets
 Property, plant and equipment      10     -                                         -
 Exploration and evaluation assets  12     2,200,826                                 4,756,879

                                           2,200,826                                 4,756,879

 Current assets
 Current asset investment           11     1,798                                     1,798
 Trade and other receivables        15     46,998                                    48,040
 Cash and cash equivalents                 17,551                                    199,992

                                           66,347                                    249,830

 Total assets                              2,267,173                                 5,006,709

 Liabilities
 Current liabilities
 Trade and other payables           16     821,378                                   428,710
 Borrowings                         17     125,000                                   -

                                           946,378                                   428,710

 Net assets                                1,320,795                                 4,577,999

 Equity
 Share capital                      18     23,001,460                                22,999,551
 Share premium                      18     31,889,219                                31,845,128
 Share based payment reserve               100,258                                   100,258
 Merger reserve                            1,824,000                                 1,824,000
 Translation reserve                       106,882                                   (27,035)
 Retained earnings                         (55,601,024)                              (52,163,903)

 Total equity                              1,320,795                                 4,577,999

 

The financial statements were approved by the Board of Directors and
authorised for issue on 29 April 2025 and were signed on its behalf by

 

C Bird Chairman

COMPANY STATEMENT OF FINANCIAL POSITION

 

 As at 29 December 2024

                                          Notes  29 December                               29 December

                                                 2024                                      2023

                                                 £                                         £
 Assets
 Non-current assets
 Property, plant and equipment            10     -                                         -
 Exploration and evaluation assets        12     -                                         637,639
 Investment in and loans to subsidiaries  14     2,371,574                                 4,333,226

                                                 2,371,574                                 4,970,865

 Current assets
 Current asset investment                 11     1,798                                     1,798
 Trade and other receivables              15     36,062                                    36,814
 Cash and cash equivalents                       15,204                                    39,953

                                                 53,064                                    78,565

 Total assets                                    2,424,638                                 5,049,430

 Liabilities
 Current liabilities
 Trade and other payables                 16     821,257                                   428,589
 Borrowings                               17     125,000                                   -

                                                 946,257                                   428,589

 Net assets                                      1,478,381                                 4,620,841

 Equity
 Share capital                            18     23,001,460                                22,999,551
 Share premium                            18     31,889,219                                31,845,128
 Share based payment reserve                     100,258                                   100,258
 Merger reserve                                  1,824,000                                 1,824,000
 Accumulated losses                              (55,336,556)                              (52,148,096)

 Total equity                                    1,478,381                                 4,620,841

 

The loss for the year for the Company was £3,188,460 (2023: £1,087,246). The
financial statements were approved by the Board of Directors and authorised
for issue on 29 April 2025 and were signed on its behalf by

C Bird Chairman

 

GROUP STATEMENT OF CASH FLOW

For the year ended 29 December 2024

                                                                  Year to 29 December                       Year to 29 December

                                                                  2024                                      2023

                                                                  £                                         £

 Cash flows from operating activities
 Loss before tax                                                  (3,437,121)                               (1,099,162)
 Adjustments to reconcile net losses to cash utilised :
 Impairment charge                                            12  2,737,711                                 448,904
 Share based payment charge                                       -                                         59,758
 Loss in fair value of investment at reporting date               -                                         6,376

 Operating cash outflows before movements in working capital

                                                                  (699,410)                                 (584,124)
 Changes in:
 Trade and other receivables                                      1,042                                     44,719
 Trade and other payables                                         438,668                                   181,036

 Net cash outflow from operating activities                       (259,700)                                 (358,369)

 Investing activities
 Exploration & Evaluation assets                              12  (181,658)                                 (1,232,310)

 Net cash outflow from investing activities:                      (181,658)                                 (1,232,310)

 Cash flows from financing activities
 Proceeds from long term loan                                     125,000                                   -

 Net cash inflow from financing activities                        125,000                                   -

 Net decrease in cash and cash equivalents                        (316,358)                                 (1,590,679)
 Effect of foreign exchange rate changes                          133,917                                   (27,035)
 Cash and cash equivalents at beginning of period                 199,992                                   1,817,706

 Cash and cash equivalents at end of period                       17,551                                    199,992

 

 

COMPANY STATEMENT OF CASH FLOW

For the year ended 29 December 2024

                                                                  Year to 29 December                       Year to 29 December

                                                                  2024                                      2023

                                                                  £                                         £

 Cash flows from operating activities
 Loss before tax                                                  (3,188,460)                               (1,087,246)
 Adjustments to reconcile net losses to cash utilised :
 Impairment charge - Investment in subsidiaries               12  1,876,040                                 448,904
 Impairment charge -  Exploration and evaluation assets           637,639                                   -
 Share based payment charge                                       -                                         59,758
 Loss in fair value of investment                                 -                                         6,376

 Operating cash outflows before movements in working capital

                                                                  (674,781)                                 (572,208)
 Changes in:
 Trade and other receivables                                      752                                       50,066
 Trade and other payables                                         438,668                                   180,916

 Net cash outflow from operating activities                       (235,361)                                 (341,226)

 Investing activities
 Repayment of loans / (loans to subsidiaries)                 14  85,612                                    (1,330,006)
 Exploration & Evaluation assets                              12  -                                         (58,534)

 Net cash inflow/(outflow) from investing activities:             85,612                                    (1,388,540)

 Cash flows from financing activities
 Proceeds from long term loan                                     125,000                                   -

 Net cash inflow from financing activities                        125,000                                   -

 Net decrease in cash and cash equivalents                        (24,749)                                  (1,729,766)
 Cash and cash equivalents at beginning of period                 39,953                                    1,769,719

 Cash and cash equivalents at end of period                       15,204                                    39,953

GROUP STATEMENT OF CHANGES IN EQUITY

Year ended 29 December 2024

                                                                   Share capital                         Share premium                             Share based                           Merger                                Translation                           Retained earnings                         Total equity

                                                                                                                                                   Payment reserve                       reserve                               reserve
                                                                   £                                     £                                         £                                     £                                     £                                     £                                         £

 As at 29 December 2022                                            22,998,307                            31,810,107                                -                                     1,824,000                             -                                     (51,064,741)                              5,567,673
 Loss for the year                                                 -                                     -                                         -                                                                                                                 (1,099,162)                               (1,099,162)

                                                                                                                                                                                         -                                     -
 Other comprehensive income
 Translation reserve                                               -                                     -                                         -                                     -                                     (27,035)                              -                                         (27,035)

 Total comprehensive loss for the year                             -                                     -                                         -                                     -                                     (27,035)                              (1,099,162)                               (1,126,197)
 Issue of shares to settle share deferred consideration (note 19)  1,244                                 35,021                                    -                                     -                                     -                                     -                                         36,265
 Share based payment charge (note 19)                              -                                     -                                         100,258                               -                                     -                                     -                                         100,258

 As at 29 December 2023                                            22,999,551                            31,845,128                                100,258                               1,824,000                             (27,035)                              (52,163,903)                              4,577,999
 Loss for the year                                                 -                                     -                                         -                                                                                                                 (3,437,121)                               (3,437,121)

                                                                                                                                                                                         -                                     -
 Other comprehensive income
 Translation reserve                                               -                                     -                                         -                                     -                                     133,917                               -                                         133,917

 Total comprehensive loss for the year                             -                                     -                                         -                                     -                                     133,917                               (3,437,121)                               (3,303,204)
 Issue of shares (note 18)                                         1,909                                 44,091                                    -                                     -                                     -                                     -                                         46,000

 As at 29 December 2024                                            23,001,460                            31,889,219                                100,258                               1,824,000                             106,882                               (55,601,024)                              1,320,795

Reserves Description and purpose

Share capital - amount subscribed for share capital at nominal value

Share premium - amounts subscribed for share capital in excess of nominal
value

Merger reserve - amount arising from the issue of shares for non-cash
consideration

Translation reserve - amounts arising on re-translating the net assets of
overseas operations into the presentational currency

Retained earnings - cumulative net gains and losses recognised in the group
statement of comprehensive income

Share based payment reserve - amount arising on the issue of warrants and
share options which are exercisable at the statement of financial position
date.

 

COMPANY STATEMENT OF CHANGES IN EQUITY

Year ended 29 December 2024

                                                                   Share capital                         Share premium                             Share based payment reserve           Merger                                Retained earnings                         Total equity

                                                                                                                                                                                         reserve
                                                                   £                                     £                                         £                                     £                                     £                                         £

 As at 29 December 2022                                            22,998,307                            31,810,107                                -                                     1,824,000                             (51,060,850)                              5,571,564
 Total comprehensive loss for the year                             -                                     -                                                                                                                     (1,087,246)                               (1,087,246)

                                                                                                                                                   -                                     -
 Other comprehensive income                                        -                                     -                                         -                                     -                                     -                                         -

 Total comprehensive loss for the year                             -                                     -                                         -                                     -                                     (1,087,246)                               (1,087,246)
 Issue of shares to settle Share deferred consideration (note 19)  1,244                                 35,021                                    -                                     -                                     -                                         36,265
 Share based payment reserve (note 19)                             -                                     -                                         100,258                               -                                     -                                         100,258

 As at 29 December 2023                                            22,999,551                            31,845,128                                100,258                               1,824,000                             (52,148,096)                              4,620,841
 Total comprehensive loss for the year                             -                                     -                                                                                                                     (3,188,460)                               (3,188,460)

                                                                                                                                                   -                                     -
 Other comprehensive income                                        -                                     -                                         -                                     -                                     -                                         -

 Total comprehensive loss for the year                             -                                     -                                         -                                     -                                     (3,188,460)                               (3,188,460)
 Issue of shares to settle Share deferred consideration (note 18)  1,909                                 44,091                                    -                                     -                                     -                                         46,000

 As at 29 December 2024                                            23,001,460                            31,889,219                                100,258                               1,824,000                             (55,336,556)                              1,478,381

 

Reserves Description and purpose

Share capital - amount subscribed for share capital at nominal value

Share premium - amounts subscribed for share capital in excess of nominal
value

Merger reserve - amount arising from the issue of shares for non-cash
consideration

Retained earnings - cumulative net gains and losses recognised in the company
statement of comprehensive income

Share based payment reserve - amount arising on the issue of warrants and
share options which are exercisable at the statement of financial position
date

 

NOTES TO THE FINANCIAL STATEMENTS

Year ended 29 December 2024

1.           GENERAL INFORMATION

 

Kendrick Resources PLC (the 'Company' or "Kendrick") is incorporated and
domiciled in England and Wales. The address of the registered office is 7/8
Kendrick Mews, London SW7 3HG.

The Company's period being reported on in these accounts is for the year to 29
December 2024. The comparative period is for the year to 29 December 2023.

 

The Group's business is the exploration of nickel, vanadium and copper mineral
resource projects in Scandinavia and it currently has projects in Norway,
Sweden and Finland. The exploration and evaluation assets held in these
countries is shown in note 12.

 

2.         ADOPTION OF NEW AND REVISED STANDARDS

 

There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective from 1 January 2024,
none of which have a material impact on these financial statements.

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 apply early.

The following amendments were not effective for the year ended 29 December
2024:

 

•     IAS 1 (Amendments) - Classification of Liabilities as Current or
Non-current (effective date 1 January 2027

•     IAS 7 and IFRS 7 (Amendments) - Supplier Finance Arrangements
(effective date 1 January 2027)

•     IFRS 10 and IAS 28 (Amendments) - Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture (effective date
deferred indefinitely)

•     IFRS 18 - Presentation and Disclosure in Financial Statements
(effective 1 January 2027)

•     IFRS 19 - Subsidiaries without Public Accountability: Disclosures
(effective date 1 January 2027)

It is not expected that the amendments listed above, once adopted, will have a
material impact on the financial statements.

 

The financial statements have been prepared in accordance with UK adopted
International Accounting Standards ('IFRS') and those parts of the Companies
Act 2006 applicable to companies reporting under IFRSs.

 

The principal accounting policies adopted are set out below.

The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Statement of
Comprehensive Income in these financial statements.

 

3.         SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial statements are presented in Pounds Sterling ("£") and rounded
to the nearest £.

 

Going concern

The operational requirements of the Company comprise maintaining a Head Office
in the UK with a Board of two executive Directors and three non-executive
Directors for, amongst other things, determining and implementing strategy and
managing operations.

The Group currently has no income and meets its working capital requirements
through raising development finance. In common with many businesses engaged in
exploration and evaluation activities prior to production and sale of minerals
the Group will require additional funds and/or funding facilities in order to
fully develop its business plan.

Ultimately the viability of the Group is dependent on future liquidity in the
exploration period and this, in turn, depends on the Company's ability to
raise funds to provide additional working capital to finance its ongoing
activities. Management has successfully raised money in the past, but there is
no guarantee that adequate funds will be available when needed in the future.

As at 29 December 2024, the Group had net assets of £1.32m and cash and cash
equivalents of £18k. An operating loss is expected in the year subsequent to
the date of these financial statements and as a result the Group will need to
raise funding to provide additional working capital to finance its ongoing
activities.

 

The Board acknowledges the Disclaimer of opinion in the independent auditors'
report in respect of the Company's and Group's ability to continue as a going
concern. Based on its current reserves and the Board's assessment that the
Group will be able to raise additional funds, as and when required, to meet
its working capital and capital expenditure requirements, the Board have
concluded that they have a reasonable expectation that the Group can based on
a cash flow forecast to 30 April 2026 continue in operational existence for
the foreseeable future and at least for a period of 12 months from the date of
approval of these financial statements.

For these reasons the financial statements have been prepared on the going
concern basis, which contemplates continuity of normal business activities and
the realisation of assets and discharge of liabilities in the normal course of
business.

As there can be no guarantee that the required future funding can be raised in
the necessary timeframe, a material uncertainty exists that may cast
significant doubt on the Group's and Company's future ability to continue as a
going concern.

This financial report does not include any adjustments relating to the
recoverability and classification of recorded assets amounts or liabilities
that might be necessary should the entity not continue as a going concern.

 

Taxation

The tax expense represents the sum of the tax currently payable and deferred
tax.

The tax payable is based on taxable profit for the year. Taxable profit
differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on temporary
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises from the initial
recognition of goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a transaction that
affects neither the tax profit nor the accounting profit.

 

Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled, or the asset is realised. Deferred tax
is charged or credited in the income statement, except when it relates to
items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.

 

Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated
depreciation and any recognised impairment loss.

 

Depreciation and amortisation is charged so as to write off the cost or
valuation of assets, other than land, over their estimated useful lives, using
the straight-line method, on the following bases:

 

Office equipment and computers             25%

 

The gain or loss arising on disposal or retirement of an asset is determined
as the difference between the sales proceeds and the carrying amount of the
asset and is recognised in the income statement.

 

Exploration and evaluation assets

Exploration, evaluation and development expenditure incurred is accumulated in
respect of each identifiable area of interest. These costs are only carried
forward to the extent that they are expected to be recouped through the
successful development of the area or where activities in the area have not
yet reached a stage which permits reasonable assessment of the existence of
economically recoverable reserves. Accumulated costs in relation to an
abandoned area are written off in full in the year in which the decision to
abandon the area is made. When production commences, the accumulated costs for
the relevant area of interest are transferred to development assets and
amortised over the life of the area according to the rate of depletion of the
economically recoverable reserves. A regular review is undertaken of each area
of interest to determine the appropriateness of continuing to carry forward
costs in relation to that area of interest.

 

Investment in subsidiaries

In the Company's financial statements, investment in subsidiaries are stated
at cost and reviewed for impairment if there are any indications that the
carrying value may not be recoverable.

 

Financial instruments

Recognition of financial assets and financial liabilities

Financial assets and financial liabilities are recognised on the Group's
balance sheet when the Group becomes a party to the contractual provisions of
the instrument.

 

De-recognition of financial assets and financial liabilities

The Group derecognises a financial asset only when the contractual rights to
cash flows from the asset expire; or it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially all the risks
and rewards of ownership and continues to control the transferred asset, the
Group recognises its retained interest in the asset and an associated
liability for the amount it has to pay. If the Group retains substantially all
the risks and rewards of ownership of a transferred financial asset, the Group
continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.  The Group derecognises
financial liabilities when the Group's obligations are discharged, cancelled
or expired.

 

Loans and receivables

Trade and other receivables are measured at initial recognition at fair value,
and are subsequently measured at amortised cost less any provision for
impairment.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other
short-term highly liquid investments that are readily convertible to a known
amount of cash with three months or less remaining to maturity and are subject
to an insignificant risk of changes in value.

 

Impairment of financial assets

The Group assesses on a forward-looking basis the expected credit losses
associated with its receivables carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade and other receivables, the Group applies the
simplified approach permitted by IFRS 9, resulting in trade and other
receivables recognised and carried at amortised cost less an allowance for any
uncollectible amounts based on expected credit losses.

 

Trade and other payables

Trade and other payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective interest rate
method.

 

Convertible loan notes (CLNs)

Each component of the loan note (principal/ interest and conversion feature)
are assessed separately. Management has assessed the entire instrument as
financial liability. Based on that, convertible loan notes are recorded at
their issue price and are carried at their face value. Subsequently, the CLN
is accounted for at amortised cost. Any interest due on these CLNs is recorded
on accrual basis. On conversion/redemption, the face value of converted CLNs
is reduced from the total carried value.

 

Provisions

Provisions are recognised when the Group has a legal or constructive
obligation, as a result of past events, for which it is probable that an
outflow of economic resource will result, and that outflow can be reliably
measured.

 

Share-based payments

The Group applies IFRS 2 Share-based Payment for all grants of equity
instruments.

 

The Group issues equity-settled share-based payments to its employees.
Equity-settled share-based payments are measured at fair value at the date of
grant. The fair value determined at the grant date of the equity-settled
share-based payments is expensed on a straight-line basis over the vesting
period, based on the Group's estimate of the shares that will eventually vest.

 

Fair value is measured using the Black Scholes model. The expected life used
in the model is adjusted, based on management's best estimate, for the effects
of non-transferability, exercise restrictions and behavioural considerations.
The inputs to the model include: the share price at the date of grant,
exercise price expected volatility, risk free rate of interest.

 

Share capital

Financial instruments issued by the Group are treated as equity only to the
extent that they do not meet the definition of a financial liability. The
Company's ordinary shares are classified as equity instruments.

The Company considers its capital to be total equity. There have been no
changes in what the Company considers to be capital since the previous period.

The Group is not subject to any externally imposed capital requirements.

 

Basis of consolidation

The consolidated financial statements incorporate the financial statements of
the Company and all entities, which are controlled by the Group. Control is
achieved when the Company:

·    has the power over the investee;

·    is exposed, or has rights to variable return from its involvement
with the investee; and

·    has the ability to use its power to affects its returns.

The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above.

The results of subsidiaries are included in the consolidated financial
statements from the effective date of acquisition to the effective date of
disposal. Adjustments are made when necessary to the financial statements of
subsidiaries to bring their accounting policies in line with those of the
Group.

All intra-Group transactions, balances, income and expenses are eliminated in
full on consolidation.

When the Company has less than a majority of the voting rights of an investee,
it considers that it has power over the investee when the voting rights are
sufficient to give it the practical ability to direct the relevant activities
of the investee unilaterally. The Company considers all relevant facts and
circumstances in assessing whether or not the Company's voting rights in an
investee are sufficient to give it power, including:

·    the size of the Company's holding of voting rights relative to the
size and dispersion of holdings of the other vote holders;

·    potential voting rights held by the Company, other vote holders or
other parties;

·    rights arising from other contractual arrangements; and

·    any additional facts and circumstances that indicate that the Company
has, or does not have, the current ability to direct the relevant activities
at the time that decisions need to be made, including voting patterns at
previous shareholders' meetings.

Non-controlling interests in the net assets of consolidated subsidiaries are
identified and recognised separately from the Group's interest therein and are
recognised within equity. Losses of subsidiaries attributable to
non-controlling interests are allocated to the non-controlling interest even
if this results in a debit balance being recognised for non-controlling
interest.

Transactions which result in changes in ownership, where the Group had control
of the subsidiary, both before and after the transaction, are regarded as
equity transactions and are recognised directly in the statement of changes in
equity. The difference between the fair value of consideration paid or
received and the movement in non-controlling interest for such transactions is
recognised in equity attributable to the owners of the parent.

Where a subsidiary is disposed of and a non-controlling shareholding is
retained, the remaining investment is measured to fair value with the
adjustment to fair value recognised in profit or loss as part of the gain or
loss on disposal of the controlling interest.

 

Foreign currency transactions and balances

(i) Functional and presentational currency

Items included in the Group's financial statements are measured using Pounds
Sterling ("£"), which is the currency of the primary economic environment in
which the Group operates ("the functional currency"). The financial statements
are presented in Pounds Sterling ("£"), which is the functional currency of
the Company and is the Group's presentational currency.

The individual financial statements of each Group company are presented in the
functional currency of the primary economic environment in which it operates.

 

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the income
statement.

Transactions in the accounts of individual Group companies are recorded at the
rate of exchange ruling on the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated at the rates
ruling at the balance sheet date. All differences are taken to the income
statement.

For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are translated at exchange
rates prevailing on the balance sheet date. Income and expense items are
translated at the average exchange rates for the year. Exchange differences
arising recognised in other comprehensive income and transferred to the
Group's translation reserve within equity as 'Other reserves'. Upon disposal
of foreign operations, such translation differences are derecognised as an
income or as expenses in the year in which the operation is disposed of in
other comprehensive income.

 

Geographical segments

A segment is a distinguishable component of the Group that is engaged either
in providing products or services (business segment) or in providing products
or services within a particular economic environment (geographical segment),
which is subject to risk and rewards that are different from those of other
segments. The internal management reporting used by the chief operating
decision maker consists of one segment. Hence in the opinion of the directors,
no separate disclosures are required under IFRS 8. The Group's revenue in the
current and prior year is £Nil and consequently no geographical segment
information regarding revenue has been disclosed. In respect of non-current
assets the only  two geographical areas are Scandinavia and the UK of which
the latter is £Nil.

 

4.           CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF
ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, management is required
to make judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and
other factors that are relevant. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period, on in the
period of the revision and future periods if the revision affects both current
and future periods.

Critical accounting estimates and judgments are those that have a significant
risk of causing material adjustment and are often applied to matters or
outcomes that are inherently uncertain and subject to change. As such,
management cautions that future events often vary from forecasts and
expectations and that estimates routinely require adjustment.

Details of the Group's significant accounting judgements and critical
accounting estimates are as follows:

Impairment of Exploration and evaluation assets

The recoverable amounts of individual exploration assets have been determined
based on various factors including Independent Expert Reports, the Group's
exploration activities, and commodity prices. It is reasonably possible that
assumptions may change which may then impact on estimates and may then require
a material adjustment to the carrying value of assets including intangible
assets. The Group tests annually whether exploration assets have suffered any
impairment, in accordance with the accounting policy. As detailed in Note 12
the carrying value of the Group Exploration and Evaluation asset at the year
end was £2,200,826 (2023 £4,756,879) after and an impairment provision of
£2,737,711 (2023 £448,904) and the Company Exploration and Evaluation asset
at the year end was £Nil (2023 £637,639) after an impairment provision of
£637,639 (2023 £125,625).

 

Recoverability of Parent company investment in subsidiary undertakings

The carrying value of the Parent company's investment is ultimately dependent
on the recoverability of the underlying assets i.e. the exploration and
evaluation assets which are reviewed for indicators of impairment on an annual
basis as noted above. An impairment in the exploration and evaluation assets
may then require an adjustment to the carrying value of the investment in the
subsidiary companies. As detailed in Note 14 the Company conducted an
impairment review under IFRS 9 of the loans made to subsidiaries and
determined that i) the recoverability of the Company investment in and loans
to Northern X Scandinava AB in relation to the Airijoki Project is supported
by the Airijoki exploration licences owned by Northern X Scandinava AB, that
ii) loans made to subsidiaries related to exploration licences that have been
relinquished or will not be a focus of the Group going forward should be
assessed as stage 3 loans and iii) that loans made to Northern X Scandinava AB
related to the retained Airijoki exploration licences should be assessed as
stage 1 loans with no provision against their carrying value. Accordingly an
impairment provision of £1,081,753 (2023: £152,145) against the carrying
value of the Company's investment in subsidiaries and £794,287 (2023:
£171,134) was made against the Company's loans to subsidiaries assessed as
stage 3. The Company is satisfied that having made these provisions the
carrying value of £2,371,574 (2023: £4,333,226) is reasonable and no further
impairment is necessary.

 

Business Combination

There were no acquisitions during the year. In 2023 in line with IFRS3, the
Directors applied the concentration test and determined that the fair value of
the gross assets of EV Metals AB comprised its exploration licences and that
the acquisition of EV Metals AB should be accounted for as an asset
acquisition and not a business combination. The Directors  assessed that the
acquired company was not a business as it does not generate outputs and does
not have a substantive system to generate outputs or an organised workforce to
perform this process.

 

Going Concern

The Directors have considered the going concern basis of preparation and as
per note 3 no adjustments have been made in these financial statements which
are prepared on a going concern basis.

 

Contingent consideration

The amount of contingent consideration to be paid is based on the occurrence
of future events, such as the achievement of expected and estimated project
milestones such as a positive feasibility study or a decision to mine.
Accordingly, the estimate of fair value contains uncertainties as it involves
judgment about the likelihood and timing of achieving these milestones and the
period in which they may be achieved as well as the discount rate used. Where
a contingent consideration milestone in relation to an exploration project is
uncertain and may only occur if at all in several years then the Company will
disclose the contingent liability but not provide for it in the financial
statements.

Changes in fair value of the contingent consideration obligation result from
changes to the assumptions used to estimate the probability of success for
each milestone, the anticipated timing of achieving the milestones and the
discount period and rate to be applied. A change in any of these assumptions
could produce a different fair value, which could have a material impact on
the results from operations. As detailed in Note 13 there is contingent
consideration due to Pursuit Minerals Ltd in relation to the acquisition on 6
May 2022 of i) Northern X Finland Oy ("Northern X Finland") which owned in
Finland the Koitelainen vanadium projects which hosts a defined Mineral
Resource as defined by the JORC Code (2012) and the Karhujupukka
vanadium-magnetite exploration project ("Finnish Projects") and

ii) Northern X Scandinavia AB ("Northern X Scandinavia") which owned in Sweden
the Airijoki vanadium project (the "Airijoki Project") which hosts a defined
Mineral Resource as defined by the JORC Code (2012) and the Kramsta,
Kullberget, Simesvallen and Sumåssjön exploration projects in Sweden
(collectively known as the "Central Sweden Projects") (the Airijoki Project
and the Central Sweden Projects are collectively the "Swedish Projects").

As at the end of the year the Group going forward will focus on the Group's
Airijoki Project in Sweden and has  impaired the other projects acquired from
Pursuit.

As part of the purchase agreement with Pursuit there is deferred contingent
consideration based on two accretive value milestones being achieved;

 

a)    Milestone One which triggers a A$250,000 (approx. £136,000) payment
in cash, is the completion by the Group (or any successor or assignee) of a
Feasibility Study, as defined by the JORC Code (2012), on any individual
project area in the Nordic Projects, demonstrating an internal rate of return
of not less than 25%; and

 

b)    Milestone Two which triggers a A$500,000 (approx. £272,000) payment
in cash is a decision to mine being made by the Group (or any successor or
assignee) in respect of any project area in the Nordic Projects.

 

No provision has been made in these financial statements for the  deferred
contingent consideration referred to above as all the other projects acquired
from Pursuit have been impaired and the Airijoki Project is in the exploration
phase and therefore it is not certain that a Feasibility Study will be
completed or a decision to mine be made in the next few years, or if at all.

 

Convertible loan notes (CLNs)

Each component of the loan note (principal/ interest and conversion feature)
are assessed separately. Management has assessed the entire instrument as
financial liability. Based on that, convertible loan notes are recorded at
their issue price and are carried at their face value. Subsequently, the CLN
is accounted for at amortised cost. Any interest due on these CLNs is recorded
on accrual basis. On conversion/redemption, the face value of converted CLNs
is reduced from the total carried value.

 

5.            OPERATING LOSS

The operating loss has been arrived at after charging:

                                                                                                                                                                                                                                                                  2024       2023
                                                                                                                                                                                                                                                                  £          £
 Staff costs (note                                                                                                                                                                                                                                                126,000    124,000
 7)
 Impairment charge on exploration and evaluation assets (note 12)                                                                                                                                                                                                 2,737,711  448,904
 Loss in fair value of investment                                                                                                                                                                                                                                 -          6,376
 Finance charge                                                                                                                                                                                                                                                   6,351      3,837

6.            AUDITORS' REMUNERATION

 

The remuneration of the auditors can be analysed as follows:

 

                                                                                 2024    2023
                                                                                 £        £
 Fees payable to the company's auditor for the audit of the Company's financial  82,225  55,000
 statements
                                                                                 82,225  55,000

 

7.        STAFF COSTS

                                          2024    2023
                                          Number  Number
 Directors                                5       5
 The average monthly number of employees  5       5

 

 Their aggregate remuneration comprised:-  £        £
 Fees                                      126,000  124,000
                                           126,000  124,000

Included within staff costs £126,000 (2023: £124,000) relates to amounts in
respect of Directors who are the only key management personnel. The highest
paid director's emoluments was £48,000 (2023: £48,000).

 

8.        TAXATION

 

No liability to corporation tax arose for the year ended 29 December 2024 and
year ended 29 December 2023, as a result of underlying losses brought forward.

 

Reconciliation of effective tax rate:

                                                   2024         2023
                                                   £            £
 Loss before tax                                   (3,437,121)  (1,099,162)
 Tax credit at the standard rate of tax in the UK  (859,280)    (208,841)
 Tax effect of non-deductible expenses             730,086      97,216
 Loss carried forward                              129,194      111,625
 Tax for the year                                  -            -

 

 

The standard rate of corporation tax in the UK applied during the year was 25%
(2023: 19%).

 

At 29 December 2024, the Company are carrying forward estimated tax losses of
£7.3m (2023: £7.2m) in respect of various activities over the years. No
deferred tax asset is recognised in respect to these accumulated tax losses as
there is insufficient evidence that it is probable that the amount will be
recovered in future years.

 

 

9.         LOSS PER SHARE

 

                                                                               29 December 2024  29 December 2023

 Loss after tax for the purposes of earnings per share attributable to equity  £3,437,121        £1,099,162
 shareholders
 Weighted average number of shares                                             245,674,119       242,565,645
 Basic and diluted loss per ordinary share                                     (1.40) p          (0.45) p

 

The use of the weighted average number of shares in issue in the period
recognises the variations in the number of shares throughout the period and
this is in accordance with IAS 33 as is the fact that the diluted earnings per
share should not show a more favourable position that the basic earnings per
share. There would be no dilutive impact were the share options to be
exercised as their exercise price is greater than the Company share price
during the period and to the date of signing these accounts. As per note 23 as
announced by the Company on 25 February 2025 the Company has raised £107,500
before expenses at 0.25 pence per Ordinary Share (the "Fundraising Price")
through the issue of 43,000,000 new Ordinary Shares of £0.0003 each. The
Fundraising comprised a placing of 31,000,000 Fundraising Shares raising
£77,500 via Shard Capital Partners PLC ("Shard") and the Company also
arranged share subscriptions for 12,000,000 raising

£30,000. Following the issue of the Fundraising Shares the Company's total
issued share capital consist of 293,248,152 Ordinary Shares with voting
rights. Were these shares issued during the period this would have affected
the earnings per share calculations and reduced the loss per share.

10.          PROPERTY PLANT AND EQUIPMENT

                           Group & Company
                           Office equipment and computer             Total

                           £

                                                                     £
 COMPANY
 Cost
 At 29 December 2022       60,587                                    60,587
 Additions                 -                                         -

 At 29 December 2023       60,587                                    60,587

 Additions                 -                                         -

 At 29 December 2024       60,587                                    60,587

 Accumulated depreciation
 At 29 December 2022       (60,587)                                  (60,587)
 Charge for the year       -                                         -

 At 29 December 2023       (60,587)                                  (60,587)
 Charge for the year       -                                         -

 At 29 December 2024       (60,587)                                  (60,587)

 Carrying amount
 At 29 December 2024       -                                         -

 At 29 December 2023       -                                         -

11.          CURRENT ASSET INVESTMENT

                                     Group & Company
                                      2024        2023
                                     £            £
 Balance as at 29 December           1,798        8,174
 Fair value through profit and loss  -            (6,376)
 Balance as at 29 December           1,798        1,798

                The investment represents the holding of
8,174,387 shares in Bezant Resources Plc, which were held at 29 December 2024
at their market value on 29 December 2024 of £1,798.

 

12.       EXPLORATION AND EVALUATION ASSETS

 Exploration and Evaluation Assets - Group
                           Swedish Projects                         Finnish Projects                                       Norwegian Projects

                                                                                                                                                                Total
                           £                                        £                                                      £                                    £
 Balance 29 December 2022  1,933,522                                861,644                                                1,137,807                            3,932,973
 Additions in year         635,900                                  588                                                    590,290                              1,226,778
 Acquisition of EV Metals  46,032                                   -                                                      -                                    46,032
 Impairment Provision *    (56,033)                                 (150,026)                                              (242,845)                            (448,904)
 Balance 29 December 2023  2,559,421                                  712,206                                                1,485,252                          4,756,879
 Additions in year         98,363                                   1,012                                                  82,283                               181,658
 Impairment Provision **   (456,958)                                (713,218)                                              (1,567,535)                          (2,737,711)
 Balance 29 December 2024  2,200,826                                  -                                                    -                                    2,200,826

* The 2023 impairment provision related to the Kramsta 100 licence in Sweden,
the Karhujupukka North & Karhujupukka North licences in Finland and the
Hosanger & Sigdal licences in Norway. It was decided not to renew as part
of the Group's ongoing licence management as they were assessed to have
relatively low prospectivity compared to the Group's remaining licences.

** The 2024 impairment provision relates to the Simesvallen 100,
Kullberget100, Sumasjon1, Mjovattent and Njuggtraskliden licences in Sweden ,
the Koitelainen and Karhujupukka North licences in Finland and the Espedalen
& Sigdal licences in Norway. The provision was made as after an assessment
of the current funding market for nickel exploration and development companies
and the operational and maintenance costs of its projects and their relative
prospectivity. The Board has decided to focus on its Airijoki vanadium energy
storage project in Sweden notwithstanding the prospectivity of its other
projects were they fully funded.

The investment in the Airijoki Project represented the amounts paid in taking
up and extending the option to acquire various Scandinavian assets described
below attributable to the Airijoki Project together with costs incurred in
running the projects prior to the acquisition including the costs associated
with the listing.

The Airijoki vanadium copper project in Sweden comprising seven contiguous
exploration permits covering 39.41 km(2)  and is supported by an Inferred
Mineral Resource comprising 44.3 Mt at an in-situ grade of 0.4% V(2)O(5),
containing 5.9 Mt of magnetite averaging 1.7% V(2)O(5) (in magnetite
concentrate) for 100,800 t of contained V(2)O(5) based on a 13.3% mass
recovery of magnetite concentrate and a 0.7% V(2)O(5) cut-off grade, on a 100%
equity basis (and net attributable basis).

 

 Exploration and Evaluation Assets - Company
                                              Norwegian Projects                                                             Total
                                              £                                                                              £                               -
 Balance 29 December 2022                     704,730                                                                        704,730
 Additions                                    58,534                               58,534                                    58,534
 Impairment Provision *                       (125,625)                                                                      (125,625)
 Balance 29 December 2023                     637,639                                                                        637,639
 Impairment Provision **                      (637,639)                                                                      (637,639)
 Balance 29 December 2024                     -                                                                              -

* The 2023 impairment provision related to the Hosanger and Sigdal licences in
Norway where it was decided not to renew as part of the Group's ongoing
licence management as they were assessed to have relatively low prospectivity
compared to the Group's remaining licences.

** The 2024 impairment provision relates to the Espedalen & Sigdal
licences in Norway. The provision was made as after an assessment of the
current funding market for nickel exploration and development companies and
the operational and maintenance costs of its projects and their relative
prospectivity. The Board has decided to focus on its Airijoki vanadium energy
storage project in Sweden notwithstanding the prospectivity of its other
projects were they fully funded.

No provision has been made in these financial statements for the further
commitments under the Norwegian Projects in relation to drilling commitments,
Milestone Payments or Production Royalties as it has been decided not to
advance these projects.

 

13.          CONGINGENT LIABILITIES

On 6 May 2022 the Company completed the acquisition from Pursuit Minerals Ltd
("Pursuit") of;

 

(a)  100% of Northern X Finland Oy ("Northern X Finland"), which owned in
Finland the Koitelainen vanadium projects which hosts a defined Mineral
Resource as defined by the JORC Code (2012) and the Karhujupukka
vanadium-magnetite exploration project ("Finnish Projects"); and

 

(b)  100% of Northern X Scandinavia AB ("Northern X Scandinavia") which owned
in Sweden the Airijoki and vanadium project (the "Airijoki Project") which
hosts a defined Mineral Resource as defined by the JORC Code (2012) and the
Kramsta, Kullberget, Simesvallen and Sumåssjön exploration projects in
Sweden (collectively known as the "Central Sweden Projects") (the Airijoki
Project and the Central Sweden Projects are collectively the "Swedish
Projects").

 
(Collectively the Northern X Group  and the Nordic Projects ).

As at the end of the year the Group going forward will focus on the Group's
Airijoki Project in Sweden and has  impaired the other projects acquired from
Pursuit.

As part of the purchase agreement with Pursuit there is deferred contingent
consideration based on two accretive value milestones being achieved;

 

c)    Milestone One which triggers a A$250,000 (approx. £136,000) payment
in cash, is the completion by the Group (or any successor or assignee) of a
Feasibility Study, as defined by the JORC Code (2012), on any individual
project area in the Nordic Projects, demonstrating an internal rate of return
of not less than 25%; and

 

d)    Milestone Two which triggers a A$500,000 (approx. £272,000) payment
in cash is a decision to mine being made by the Group (or any successor or
assignee) in respect of any project area in the Nordic Projects.

 

No provision has been made in these financial statements for the deferred
contingent consideration referred to above as all the other projects acquired
from Pursuit have been fully impaired and the Airijoki Project is in the
exploration phase and therefore it is not certain that a Feasibility Study
will be completed or a decision to mine be made in the next few years, or if
at all.

 

Acquisition of EV Metals AB

On 4 August 2023 the Company signed a Share Sale and Purchase Agreement with
EMX Royalty Corporation (EMX) to acquire 100% of EV Metals AB, a Swedish
company that owns the Njuggtraskliden and Mjovattnet exploration licences (the
"Swedish Nickel Projects") hosting drill-defined magmatic
nickel-copper-cobalt-platinum group metal mineralisation along the Swedish
"Nickel Line". The consideration paid to acquire EV Metals AB was SEK110,780
(approx. £8,200) and the issue of 15 Million 5 year options to EMX to acquire
ordinary shares in the Company at 1.3 pence per Kendrick Share.

 

Further commitments in relation to the Swedish Nickel Projects

·    From 13 January 2024 onwards, the Company has to pay an annual
advanced royalty of US$30,000 per project to EMX which increases by US$5,000
annually per Project, ceasing upon the Commencement of Commercial Production
("Advance Royalty"). The Advance Royalty for 2024 has not been paid but has
been accrued for. The Advance Royalty will not be due in relation to 2025
onwards as the Swedish Nickel Projects are not being continued.

 

·    On or before 13 May 2024 the Company has committed to one thousand
meter drilling for each of the Swedish Nickel Projects and thereafter
annually, ceasing for a project on the date upon which the Company commissions
a Pre-Feasibility Study on the project ("Drilling Commitment").

 

·    Royalty Agreement: At the closing of the Swedish Nickel Projects
acquisition the Company entered into a royalty agreement under which a 3% net
smelter royalty is payable to EMX on commercial production from any of the
Swedish Nickel Projects ("Production Royalty"). A 1% interest in this royalty
may be bought back in stages for a total cash consideration of US$1,000,000 on
or before the fifth anniversary of the closing of the Acquisition.

The Group is not continuing with the Swedish Nickel Projects and no liability
has been recognised in these financial statements for the further commitments
under the Swedish Nickel Projects Acquisition above in relation to;

 

·    the Drilling Commitment as the Group is not continuing with the
Swedish Nickel Projects; and

 

·    Production Royalty as the Group is not continuing with the Swedish
Nickel Projects so will not bring them into commercial production.

 

 

14.       INVESTMENT IN AND LOANS TO SUBSIDIARIES

                                                               Loans to Subsidiaries
                           Company Investment in Subsidiaries  Northern X Scandinavia AB  Northern X Scandinavia Finland OY  Caledonian Minerals AS  EV Metals AB  Total Investment in & Loans to Subsidiaries
                           £                                   £                          £                                  £                       £             £
 Balance 29 December 2022  2,455,312                           497,064                    86,741                             246,882                 -             3,285,999
 Acquisition of EV Metals  48,666                              -                          -                                  -                       -             48,666
 Loans to Subsidiaries     -                                   803,509                    1,084                              517,008                 239           1,321,840
 Movement in the Year      48,666                              803,509                    1,084                              517,008                 239           1,370,506

 Impairment Provision *    (152,145)                           -                          (72,534)                           (98,600)                -             (323,279)

 Balance 29 December 2023  2,351,833                           1,300,573                  15,291                             665,290                 239           4,333,226
                           -                                   (199,079)                  4,548                              82,282                  26,637        (85,612)

 Loans to Subsidiaries

 Impairment Provision **   (1,081,753)                         -                          (19,839)                           (747,572)               (26,876)      (1,876,040)

 Balance 29 December 2024  1,270,080                           1,101,494                  -                                  -                       -             2,371,574

 

* The 2023 impairment provision related to the Kramsta 100 licence in Sweden,
the Karhujupukka North & Karhujupukka North licences in Finland and the
Hosanger & Sigdal licences in Norway that it was decided not to renew as
part of the Company's ongoing licence management as they were assessed to have
relatively low prospectivity compared to the Company's remaining licences.

** The 2024 impairment provision relates to the Simesvallen 100,
Kullberget100, Sumasjon1, Mjovattent and Njuggtraskliden licences in Sweden ,
the Koitelainen and Karhujupukka North licences in Finland and the Espedalen
& Sigdal licences in Norway. The provision was made as after an assessment
of the current funding market for nickel exploration and development companies
and the operational and maintenance costs of its projects and their relative
prospectivity. The Board has decided to focus on its Airijoki vanadium energy
storage project in Sweden notwithstanding the prospectivity of its other
projects were they fully funded.

To facilitate the smooth transfer of the Norwegian Project Licences the
Company acquired Caledonian Minerals AS a Norwegian company established by EMX
as a clean special purpose vehicle on 13 May 2022 for £6,186, which at that
date had not carried out any business and had no assets of liabilities.

Investments in subsidiaries are recorded at cost, which is the fair value of
the consideration paid less impairment.

 

The Company conducted an impairment review under IFRS 9 of the loans made to
subsidiaries and determined that i) the recoverability of the Company
investment in and loans to Northern X Scandinava AB in relation to the
Airijoki Project is supported by the Airijoki exploration licences owned by
Northern X Scandinava AB, that ii) loans made to subsidiaries related to
exploration licences that have been relinquished or will not be a focus of the
Group going forward should be assessed as stage 3 loans and iii) that loans
made to Northern X Scandinava AB related to the retained Airijoki exploration
licences should be assessed as stage 1 loans with no provision against their
carrying value.

Accordingly an impairment provision of £1,081,753 (2023: £152,145) against
the carrying value of the Company's investment in subsidiaries and £794,287
(2023: £171,134) was made against the Company's loans to subsidiaries
assessed as stage 3. The Company is satisfied that having made these
provisions the carrying value of £2,371,574 (2023: £4,333,226) is reasonable
and no further impairment is necessary.

 

Principal Subsidiaries (in 2023 and 2024 unless indicated to the contrary)

 Name & registered                                                          Country of incorporation and residence  Nature of business        Company's Proportion of equity

 office address
 Northern X Scandinavia AB  Hellstrom Advokatbyra KB, Box 7305, 103 90      Sweden                                  Base Metals Exploration   100%
 Stockholm  Sweden

 Northern X Finland Oy C/o Millar Ab, Storgatan 51, 972 31 Luleå Sweden,    Finland                                 Base Metals Exploration   100%
 Finnish business identity code 2892740-6

 Caledonian Minerals AS c/o IM Ruud Regnskap AS, Smalgangen 3, 0188 Oslo,   Norway                                  Base Metals Exploration   100%
 Norway

 EV Metals AB c/o Nordfors Consulting AB, Box 528, 101 30 Stockholm         Sweden                                  Base Metals Exploration   100%

 

15.       TRADE AND OTHER RECEIVABLES

 

                          Group   Group   Company  Company
                          2024    2023    2024     2023
                          £       £       £        £
 VAT receivable           8,355   9,099   8,355    8,624
 Prepayments              25,707  26,190  25,707   26,190
 Other receivables        12,935  12,751  2,000    2,000
                          46,997  48,040  36,062   36,814

 

The fair value of trade and other receivables is not significantly different
from the carrying value and none of the balances are past due.

 

16.       TRADE AND OTHER PAYABLES

 

                                 Group       Group    Company     Company
                                 2024        2023     2024        2023
                                 £           £        £           £
 Trade and other payables        444,932123  238,704  444,932     238,704
 Amount owed to directors        217,510     77,819   217,510     77,819
 Accruals                        140,759     108,534  140,759     108,534
 Loans and other payables        18,177      3,653    18,056      3,532
                                 821,378     428,710  821,257532  428,589

 

17           BORROWINGS

 

On 22 April 2024 the Company entered into an unsecured convertible loan
funding facility (the "Facility") for £500,000 with Sanderson Capital
Partners Ltd (the "Lender"), a long term shareholder in the Company.  The
Facility is convertible at 0.75 pence per ordinary share  ("Shares") and can
be drawn down in 4 tranches of £125,000 each ("Loan Tranches"). During the
year a drawdown of £125,000 ("Tranche One Drawdown") was made and paid under
the Facility.  During the year a second drawdown notice of £125,000
("Tranche Two Drawdown") was issued under the Facility. The Tranche Two
Drawdown has not yet been paid.

 

Working Capital Facility Agreement The Facility is for £500,000 in total, is
unsecured, interest free and can be drawn down in four tranches as follows:

·    £125,000 drawn down within 6 months of 7 May 2024 ("Tranche One" -
drawn down);

·    £125,000 drawn down within 6 months of 7 July 2024 ("Tranche Two"
due as at 29 December 2024);

·    £125,000 drawn down within 6 months of 7 September 2024 ("Tranche
Three"); and

·    £125,000 drawn down within 6 months of 7 November 2024 ("Tranche
Four").

 

The Company will provide a loan drawdown notice if and when it requires a
drawdown. The Company has the option but not the obligation to drawdown on
part or all of the Facility.

 

Repayment and Conversion

Repayment

Unless otherwise converted, the Company must repay each Loan Tranche on the
first anniversary of the advance by the Lender of the applicable Loan Tranche
("Maturity Date"). The Company may prepay the whole or part of the Facility on
any day prior to the Maturity Date for a Loan Tranche upon giving not less
than 14 days' prior written notice to the Lender and paying in cash a
prepayment fee of 5% of the amount which the Company prepays in cash before
the Maturity Date. The Lender can during the 14 days' notice period make an
election for all or part of the Loan subject to a prepayment notice to be
repaid in shares in which case the 5% fee shall not apply to that proportion
of the Loan repaid in shares.

 

Conversion of Loan Tranche by Lender

The Lender may at any time during the Facility Period elect to convert all or
part of any drawn down amount into such number of new shares equal to the
amount of the Loan Tranche that is to be repaid at the date of the election,
divided by the 0.75 pence ("Conversion Price") (the "Conversion Shares"). The
Conversion Price of 0.75 pence per share represented a 87% premium to the
closing share price of 0.4 pence on 19 April 2024.

Conversion of Loan by the Company

The Company may at any time during the Loan Period elect to convert all or
part of Tranche One to Tranche Four if the share price exceeds 1 pence
("Target Conversion Price") for a period of five or more business days.

 

Conversion Adjustment

If the Company before i) the Maturity Date for a Loan Tranche and before ii)
the Loan Tranche has been repaid issues shares for cash consideration ("Issue
Price") at a discount to 0.75 pence per share (the "Base Issue Price") then
the Conversion Price and the Target Conversion Price in respect of that Loan
Tranche shall be multiplied by a fraction, the numerator of which will be the
Issue Price and the denominator of which will be 0.75 pence.

 

Interest and Fees

The Loan is interest free. The Lender shall be paid an arrangement fee of 10%
of the amount of the Facility to be settled by the issue of 11,764,706 new
shares ("Facility Fee Shares") credited as fully paid by at an issue price of
0.425p per Share (being the Five Day VWAP on the date of the announcement of
the Working Capital Facility Agreement) with the Facility Fee Shares to be
issued on or before 31 December 2024 or such other date agreed by the parties.
The Facility Fee Shares have not yet been issued as the drawdowns under Loan
Tranche Two during the period and under Loan Tranche Three post the period end
have not yet been paid.

On the drawdown of any Loan Tranche the Lender shall be paid a further fee of
2% of the amount of the relevant Loan Tranche which is to be settled by the
issue of new Shares credited as fully paid at the five-day VWAP on the date of
the relevant Loan drawdown notice ("Drawdown Fee Shares") with the Drawdown
Fee Shares to be issued on or before 31 December 2024 or such other date
agreed by the parties.

 

Option to Extend Facility

If the Company draws down in full or in part against Tranche One, Tranche Two,
Tranche Three and Tranche Four then it has the option to elect to be able to
drawdown up to an additional £250,000 ("Optional Loan Tranche") This must be
made in writing within 30 days of the date the Company has made a drawdown in
full or in part against Tranche One, Tranche Two, Tranche Three and Tranche
Four.

Warrants

On the drawdown of any Loan Tranche, the Lender shall be issued three year
warrants over shares ("Warrants") with a face value equal to 50% of the amount
drawn down under the Loan Tranche. The exercise price for the Warrants
applicable to each of the tranches are as follows:

 

·    1.5 pence per share for the drawdown of Tranche One to Tranche
Four;  and

·    2 pence per share for the drawdown of the Optional Loan Tranche;

 

 

During the year the Company issued 4,166,667 warrants exercisable at 1.5 pence
for three years in relation to the drawdown of £125,000 under the Facility
which was paid during the year.

 

If there are no drawdowns under two or more of the Loan Tranches then at 7 May
2025 which is 6 months after the Tranche Four Drawdown Date of 7 November
2024, the Company will issue a three year warrant to the Lender for an amount
equal to 25% of the Facility that has not been drawn down with an exercise
price of 1 pence per share.

 

18.          SHARE CAPITAL AND SHARE PREMIUM

 

                                                2024                          2023
 Issued and fully paid                 Number            £           Number            £

 equity share capital
 Ordinary shares of £0.0003 each       250,248,152       75,074      243,882,767       73,165
 Deferred shares of £0.00999 each      335,710,863       3,353,752   335,710,863       3,353,752
 Deferred shares of £0.009 each        1,346,853,81      12,121,684  1,346,853,817     12,121,684
 Deferred shares of £0.01 each         19,579,925        195,799     19,579,925        195,799
 Deferred shares of £0.04 each         181,378,766       7,255,151   181,378,766       7,255,151
                                                         23,001,460                    22,999,551

 

 Group & Company                                         Number of Ordinary shares  Share     Share Premium

                                                                                    capital
                                                                                    £         £
 As at 1 January 2023                                    239,738,372                71,921    31,810,107
 Shares issued on acquisition of the Norwegian projects  4,144,395                  1,244     35,021
 As at 29 December 2023                                  243,882,767                73,165    31,845,128
 Shares issued to settle accrued fees to consultants     6,365,385                  1,909     44,091
 As at 29 December 2024                                  250,248,152                75,074    31,889,219

 

On 18 September 2024 the Company issued 6,365,385 new ordinary shares of
£0.0003 to settle £46,000 of accrued fees due to consultants as per the
table below:

 Period                        Fees                         Issue price           No. of shares
   12 mths to 31 August 2024   £          30,000            £      0.00650        4,615,385
 12 months to 2 May 2024       £          16,000            £      0.00914        1,750,000

 

At the Annual General Meeting held on 4 February 2021, shareholders approved
that the 335,710,863 Existing Ordinary Shares in issue be subdivided each into
one new ordinary share of £0.00001 ("New Ordinary Share") and one deferred
share of £0.00999 ("2020 Deferred Share) in the capital of the Company. The
New Ordinary Shares carry the same rights as attached to the Existing Ordinary
Shares (save for the reduction in their nominal value). The 2020 Deferred
Shares have no voting rights and have no rights as to dividends and only very
limited rights on a return of capital. They will not be admitted to trading or
listed on any stock exchange and will not be freely transferable. The holders
of the 2020 Deferred Shares are not entitled to any further right of
participation in the assets of the Company. As such, the 2020 Deferred Shares
effectively have no value.

At the Annual General Meeting held on 25 October 2021, shareholders approved
an ordinary resolution that for every thirty (30) issued and unissued ordinary
share of £0.00001 each in the share capital of the Company ("Existing
Shares") be consolidated into one (1) ordinary share of £0.0003 each ("New
Shares") such New Shares having the same rights and being subject to the same
restrictions, save as to nominal value, as the Existing Shares.

The deferred shares of £0.01 each and £0.009 each confer no rights to vote
at a general meeting of the Company or to a dividend. On a winding-up the
holders of the deferred shares are only entitled to the paid-up value of the
shares after the repayment of the capital paid on the ordinary shares and
£5,000,000 on each ordinary share.

The deferred shares of £0.04 each have no rights to vote or to participate in
dividends and carry limited rights on return of capital.

 

19.       WARRANTS AND SHARE OPTIONS

At 29 December 2024 the warrants in the table below over ordinary shares in
the issued share capital of the Company were issued and at the period end had
not been exercised.

                       Number of Warrants  Exercise price (p)  Expiry
 Fundraising Warrants  92,857,143          6.0                 6 May 2025
 Broker Warrants       4,642,856           3.5                 6 May 2025
 Consultant Warrants   4,375,943           3.5                 6 May 2025
 Drawdown Warrants     4,166,667           1.5                 23 August 2026
                       106,042,609

 

A warrant reserve was not created in relation to the 101,875,942 warrants as
they were all issued in relation to raising funds for the Company's Listing in
May 2022.

During the year the Company issued 4,166,667 Drawdown Warrants exercisable at
1.5 pence for three years in relation to the drawdown of £125,000 under the
Facility which was paid during the year.

The fair value of the drawdown warrants of £9,333 was determined at the date
of the grant using the Black Scholes model, using the following inputs but has
not been provided for in these financial statements:

Share price at the date of
issue
0.78p

Strike
price
1.5p

Volatility
65%

Expected
life
1,095 days (3 years)

Risk free
rate
3.81%

 

A new Share Option Scheme for the directors, senior management, consultants
and employees was approved at the AGM on 4 February 2021, as outlined in the
Directors Report.

 

On 2 February 2023 the Company issued in aggregate, 22,550,000 options over
ordinary shares of £0.0003 par value in the capital of the Company ("Ordinary
Shares") have been granted fully vested pursuant to the Share Option Scheme
(the "Options"). Of the 22,550,000 Options, 13,750,000 have been awarded to
directors of the Company, as detailed further below and the balance of
8,800,000 to other eligible participants. The Company has not previously
issued any Options pursuant to the Share Option Plan.

 

 Directors                      No. of Options
 Colin Bird Executive Chairman              6,000,000
 Martyn Churchouse              5,000,000
 Alex Borrelli                  1,000,000
 Evan Kirby                     1,000,000
 Kjeld Thygesen                 750,000
 Total Directors                       13,750,000

 

All the Options have an exercise price of 3.5 pence per Ordinary Share and
vested on issue. To incentivise and retain directors, officers, consultants
and employees critical to enhancing the future market value of the Company.
The options expire on 3 February 2031 being the date one day prior to the
tenth anniversary of the AGM at which the Share Option Plan was approved. The
Options can be exercised any time after vesting and prior to their scheduled
expiry and must be exercised within 6 months of an option holder leaving the
Company or within 12 months of the death of an option holder. The Company's
mid-market closing share price on 2 February 2023, being the latest
practicable date prior to the issue of the options, was 0.93 pence.

As a result of this the fair value of the share options was determined at the
date of the grant using the Black Scholes model, using the following inputs:

Share price at the date of
issue
0.93p

Strike
price
3.5p

Volatility
50%

Expected
life
2,920 days (8 years)

Risk free
rate
4%

 

The resultant fair value of the share options as at 29 March 2023 was
determined to be £59,758.

 

As detailed in note 13 in addition to the consideration paid to acquire EV
Metals AB on 7 August 2023, the Company issued 15 million 5 year options to
EMX to acquire ordinary shares in the Company at 1.3 pence per Kendrick Share.
The options can be exercised any time after vesting and prior to their
scheduled expiry and the Company's mid-market closing share price on 4 August
2023, being the latest practicable date prior to the issue of the options, was
0.775 pence.

 

As a result of this the fair value of the share options was determined at the
date of the grant using the Black Scholes model, using the following inputs:

 

Share price at the date of
issue
0.775p

Strike
price
1.3p

Volatility
50%

Expected
life
1,825 days (5 years)

Risk free
rate
5%

The resultant fair value of the options was determined to be £40,500.

 

20.          FINANCIAL INSTRUMENTS

 

Capital risk management

The Company manages its capital to ensure that it will be able to continue as
a going concern, while maximising the return to shareholders.

The capital resources of the Company comprises issued capital, reserves and
retained earnings as disclosed in the Statement of Changes in Equity. The
Company's primary objective is to provide a return to its equity shareholders
through capital growth. Going forward the Company will seek to maintain a
yearly ratio that balances risks and returns of an acceptable level and also
to maintain a sufficient funding base to the Company to meet its working
capital and strategic investment needs.

Categories of financial instruments

                                                             2024     2023
                                                             £        £
 Financial assets
     Current asset investment                                1,798    1,798
     Cash and cash equivalents                               17,551   199,992
     Trade and other receivables                             21,290   21,850
                                                             40,639   223,640

 Financial liabilities classified as held at amortised cost
     Trade and other payables                                444,932  238,704
                                                             444,932  238,704

 

All financial assets are held at amortised costs except current asset
investments as detailed below.

Fair value of financial assets and liabilities

Fair value is the amount at which a financial instrument could be exchanged in
an arm's length transaction between informed and willing parties, other than a
forced or liquidation sale and excludes accrued interest. Where available,
market values have been used to determine fair values. The current asset
investment is Level 1 in the fair value hierarchy and is held at fair value.

 

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair
value of financial instruments which are measured at fair value by valuation
technique:

 

Level 1: Quoted (unadjusted) prices in active markets for identical assets or
liabilities;

Level 2: Other techniques for which all inputs which have a significant effect
on the recorded fair value are observable, either directly or indirectly; and

Level 3: Techniques which use inputs that have a significant effect on the
recorded fair value that are not based on observable market data.

 

Management assessed that the fair values of current asset investment, cash and
short-term deposits, other receivables, trade and other payables, borrowings
and other current liabilities approximate their carrying amounts largely due
to the short-term maturities of these instruments.

 

Financial risk management objectives

Management provides services to the business, co-ordinates access to domestic
and international financial markets, monitors and manages the financial risks
relating to the operations of the Group through internal risks reports which
analyse exposures by degree and magnitude of risks. These risks include
foreign currency risk, credit risk, liquidity risk

and cash flow interest rate risk. The Group does not enter into or trade
financial instruments, including derivative financial instruments, for
speculative purposes.

 

The Company entered into an unsecured convertible loan funding facility, which
is subject to an arrangement fee of 10% of the amount of the Facility to be
settled by the issue of new shares as detailed in note 17. The Loan is
interest free and so the Group is not exposed to any risks associated with
fluctuations in interest rates on the loan. Otherwise the Group has no other
committed borrowings. Fluctuation in interest rates applied to cash balances
held at the balance sheet date would have minimal impact on the Group.

 

Foreign exchange risk and foreign currency risk management

Foreign currency exposures are monitored on a monthly basis. Funds are
transferred between the Sterling and US Dollar accounts in order to minimise
foreign exchange risk. The Group holds the majority of its funds in Sterling.

The carrying amounts of the Group's foreign currency denominated financial
assets and monetary liabilities at the reporting date are as follows:

 

                      Financial liabilities     Financial assets
                      2024         2023               2024  2023
                      £            £                  £           £
     US Dollars       47,958       16                 198         19
     Swedish Krona    57,190       113,579            15          160,050

     Euros            4,588        -                  -           -
     Norwegian Krona  16,223       52,534             -           -

 

Credit risk management

Credit risk refers to the risk that a counter party will default on its
contractual obligations resulting in financial loss to the Group. The Group
does not have any significant credit risk exposure on trade receivables. The
Group makes allowances for impairment of receivables where there is an
identified event which, based on previous experience, is evidence of a
reduction in the recoverability of cash flows. The directors consider the
foreign exchange risk exposure is limited.

The credit risk on liquid funds (cash) is considered to be limited because the
counterparties are financial institutions with high credit ratings assigned by
international credit-rating agencies.

 

The carrying amount of financial assets recorded in the financial statements
represents the Company's maximum exposure to credit risk.

 

Liquidity risk management

Liquidity risk is the risk that the Company will not be able to meet its
financial obligations as they fall due. Management monitor forecasts of the
Company's liquidity reserve, comprising cash and cash equivalents, on the
basis of expected cash flow. At 29 December 2024, the Group held cash and cash
equivalents of £17,551 (2023: £199,992) and the directors assess the
liquidity risk as part of their going concern assessment (see note 3).

The maturity of the Group's financial liabilities at the Statement of
Financial Position date, based on the contracted undiscounted payments as
disclosed in note 14, falls within one year and payable on demand. The Group
aim to maintain appropriate cash balances in order to meet its liabilities as
they fall due.

 

Maturity analysis

 Group                                                              Between   Between    Between

 2024                                 On      In                    1 and 6   6 and 12   1 and 3
                            Total     demand  1 month               months    months     years
                            £         £       £                     £         £          £

 Trade and other payables   821,378   -       133,660               687,718   -          -
 Borrowings                 125,000   -                 -           125,000   -          -
 Group
 2023                                                               Between   Between    Between

                                      On      In                    1 and 6   6 and 12   1 and 3
                            Total     demand  1 month               months    months     years
                            £         £       £                     £         £          £
 Trade and other payables

                            428,710   -       82,971                345,739   -          -

 

 

 

21.      RELATED PARTY TRANSACTIONS

Remuneration of key management personnel

The key management personnel of the Company are considered to be the
Directors. Details of their remuneration are covered in note 7. Amounts owed
to Directors is shown in Note 16.

 

The shareholdings of the Directors in the issued share capital of the Company
was as follows:

                    29 December 2024                                                        29 December 2023
 Director           Number of Ordinary Shares  Percentage of issued ordinary share capital  Number of Ordinary Shares  Percentage of issued ordinary share capital
 Colin Bird*        47,819,227                 19.11%                                       45,069,227                 18.48%
 Kjeld Thygesen     2,142,857                  0.86%                                        2,142,857                  0.88%
 Alex Borrelli      82,777                     0.03%                                        82,777                     0.03%
 Evan Kirby         -                          -                                            -                          -
 Martyn Churchouse  -                          -                                            -                          -

* Includes 3,695,238 shares held by Lion Mining Finance Ltd and 33,428,571
shares held by Camden Park Trading Ltd, companies controlled by Colin Bird.

The Company entered into a licence agreement dated 1 February 2022 with Lion
Mining Finance Limited (a company controlled by Colin Bird, a director of the
Company) which was amended with effect from 1 June 2022.  Pursuant to this
agreement, the Company has been granted a licence to use the premises at 7-8
Kendrick Mews, London SW7 for a licence fee of £1,500 per month (ex VAT)
which can be terminated on 2 month's notice as the initial 12 month term of
the agreement has already expired..  In addition, Lion Mining Finance Limited
provides basic administrative and support services as required by the Company
from time-to-time. At the year end the Group owed Lion Mining Finance Ltd
£27,250 (2023 - £5,650) and incurred expenses of £21,600 (2023 - £21,850)
in the year.

 

                Directors' Letters of Appointment and Service
Agreements

(a)  Pursuant to an agreement dated 29 April 2022 the Company renewed the
appointment of Colin Bird as a Director. The appointment continues unless
terminated by either party giving to the other three months' notice in
writing. Colin Bird is entitled to director's fees of £18,000 per annum for
being a Director of the Company plus reasonable and properly documented
expenses incurred during the performance of his duties. Colin Bird is not
entitled to any pension, medical or similar employee benefits. The agreement
replaces all previous agreements with Colin Bird in relation to his
appointment as a director of the Company. At the year end the Group owed Colin
Bird £38,708 (2023 - £20,708) in respect of director fees.

 

(b)  Pursuant to a consultancy agreement dated 29 April 2022, the Company
has, with effect from the date of the IPO, appointed Colin Bird as a
consultant to provide technical advisory services in relation to its current
and future projects including, but not limited to, assessing existing
geological data and studies, existing mine development studies and developing
exploration programs and defining the framework of future geological and mine
study reports (the "Colin Bird Services"). The appointment continues unless
terminated by either party giving to the other three months' notice in
writing. Colin Bird is entitled to fees of £2,500 per month for being a
consultant to the Company plus reasonable and properly documents expenses
incurred during the performance of the Colin Bird Services. At the year end
the Group owed Colin Bird £42,500 (2023 - £15,000) in respect of consultancy
fees.

 

(c)   Pursuant to an agreement dated 29 April 2022, renewed the appointment
of Kjeld Thygesen as a non-executive Director. The appointment continues
unless terminated by either party giving to the other three months' notice in
writing. Kjeld Thygesen is entitled to director's fees of £18,000 per annum
for being a director of the Company plus reasonable and properly documented
expenses incurred during the performance of his duties. Kjeld Thygesen is not
entitled to any pension, medical or similar employee benefits. At the year end
the Group owed Kjeld Thygesen £54,000 (2023 - £36,000) in respect of
director fees.

 

(d)  Pursuant to an agreement dated 29 April 2022, Alex Borrelli was
appointed as a non-executive Director. The appointment continues unless
terminated by either party giving to the other three months' notice in
writing. Alex Borrelli is entitled to director's fees of £18,000 per annum
for being a director of the Company plus reasonable and properly documented
expenses incurred during the performance of his duties. Alex Borrelli is not
entitled to any pension, medical or similar employee benefits. At the year end
the Group owed Borelli Capital Ltd a company controlled by Alex Borrelli
£28,333 (2023 - £5,684) in respect of director fees in relation to Alex
Borrelli.

 

(e)  Pursuant to an agreement dated 29 April 2022, Evan Kirby was appointed
as a non-executive Director. The appointment continues unless terminated by
either party giving to the other three months' notice in writing. Evan Kirby
is entitled to director's fees of £18,000 per annum for being a director of
the Company plus reasonable and properly documented expenses incurred during
the performance of his duties. Evan Kirby is not entitled to any pension,
medical or similar employee benefits. At the year end the Group owed
Metallurgical Management Services a company controlled by Evan Kirby £38,708
(2023 - £6,000) in respect of director fees in relation to Evan Kirby.

 

 

 

Loans to Subsidiaries

                                     2024       2023

                                     £          £
 Loans to Northern X Scandinavia AB  1,101,493  1,300,573
 Loans to Northern X Finland OY      -          15,291
 Loans to Caledonian Minerals AS     -          665,290
 Loans to EV Metals AB               -          239
                                     1,101,493  1,981,393

 

All intra-group loans are interest-free and form part of the Company's
investment in subsidiaries. The loans are net of the impairments detailed in
note 14.

 

22.       NET DEBT

 

                                 Group                     Company       Group           Company
                                               2024              2024            2023            2023
                                               £                 £               £               £

     Cash and cash equivalents                 17,551            15,204          199,992         39,953
     Borrowings                                (125,000)         (125,000)       -               -

     Net (debt) / funds at year end            (107,449)         (109,796)       199,992         39,953

     Net funds brought /forward                199,992           39,953          1,817,706       1,769,719
     Cash flow movements                       (307,441)         (149,749)       (1,617,714)     (1,729,766)

     Net (debt) / funds as at year end         (107,449)         (109,796)       199,992         39,953

Net debt is calculated as total borrowings (including "current and non-current
borrowings" as shown in the statement of financial position) less cash and
cash equivalents.

 

 

23.          EVENTS AFTER THE REPORTING DATE

As announced on 25 February 2025 the Company has raised £107,500 before
expenses at 0.25 pence per Ordinary Share (the "Fundraising Price") through
the issue of 43,000,000 new Ordinary Shares of £0.0003 each. The Fundraising
comprised a placing of 31,000,000 Fundraising Shares raising £77,500 via
Shard Capital Partners PLC ("Shard") and the Company arranged share
subscriptions for 12,000,000 raising £30,000. Following the issue of the
Fundraising Shares the Company's total issued share capital consist of
293,248,152 Ordinary Shares with voting rights.

Colin Bird, the Company's Executive Chairman subscribed £20,000 for 8,000,000
Fundraising Shares which represent in aggregate 18.6% of the gross fundraising
proceeds.

On 7 March 2025 the Company issued a drawdown notice of £125,000 under Loan
Tranche Three of the Working Capital Facility Agreement with Sanderson Capital
Partners Ltd (see Note 17) which has not yet been paid.

The Company also issued a warrant to Shard to subscribe for 1,550,000 new
Ordinary Shares exercisable at the fundraising price for a period of three
years from Admission of the shares on 28 February 2025.

Other than these matters, no significant events have occurred subsequent to
the reporting date that would have a material impact on the consolidated
financial statements.

 

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