REG - Kendrick Resources - Final Results for period to 29 December 2025
29/04/2026 07:00
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RNS Number : 2989C Kendrick Resources PLC 29 April 2026
29 April 2026
Kendrick Resources Plc
("Kendrick" or "the Company")
Final Results for period to 29 December 2025
Kendrick Resources Plc, the mineral exploration and development company whose
strategy is to acquire and enhance the value of its mineral resource projects
through exploration, technical studies and resource development and to bring
projects to production through joint venture or other arrangements or their
sale, is pleased to announce its full year results for the year ended 29
December 2025.
The Annual Report and Financial Statements for the year ended 29 December 2025
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 further information, please contact:
Kendrick Resources Plc: Chairman Tel: +44 2039 616 086
Colin Bird
AlbR Capital Limited Tel: +44 207 469 0930
Financial Adviser and Joint Broker David Coffman / Dan Harris
Jon Bellis
Shard Capital Partners LLP Tel: +44 207 186 9952
Joint Broker Damon Heath / Isabella Pierre
CHAIRMAN'S STATEMENT:
Dear Shareholder,
I reported in my last chairman's statement that despite having high potential
nickel projects, the cost of exploration and associated works in Scandinavia
was too expensive for a junior company in terms of total resource
allocation. This was compounded by the weakness of the nickel market, with
nickel being the core of our exploration portfolio. I also highlighted that
the Company was looking to restructure the portfolio to focus on these metals
in jurisdictions it knows, including Southern Africa as it had strong access
to people resource and a track record of success providing a network, which is
essential for future development.
The board have in these financial statements elected to write off the Airijoki
vanadium project in Sweden notwithstanding its prospectivity were it fully
funded on the basis that the current funding market for vanadium projects
remains very weak with little apparent chance of regaining its anticipated
status in the renewal energy market.
Our search for new projects was exhaustive and during the period we reviewed
many opportunities, which we decided not to pursue either due to project
fundamentals or imbalance between price expectations and prospectivity.
During the year the Company announced on 29 September 2025 the exercise of its
option to enter into a joint venture agreement for the exploration of and if
appropriate development of the Blue Fox Copper project located in the
Northwestern region of Zambia.
As a post balance sheet event, we announced the signing of a binding and
exclusive agreement to enter into an option over rare earth licences in
Namibia, namely EPL 4458 and EPL 6691. The binding and exclusive period was
valid until 19 May 2026. On 23 February 2026, the company announced that it
had exercised its option and entered into a definitive agreement with Bonya
Exploration Pty Namibia ("Bonya").
Since signing the agreement, the company has conducted two capital raisings
and conducted a data base preliminary interrogation. The data base is very
comprehensive and constitutes an excellent foundation base for future work.
We have sent previously generated core for assay and on 16 March 2026 reported
excellent total rare earth values and particularly good values of light rare
earths with magnetic properties much sought after. The magnetic rare earths
being Neodymium, Samarium and Praesidium.
At the time of writing this report the Company is busy drilling and exploring
in the licence areas with a view to fast tracking all elements of a
feasibility study.
Results for the year: The Group reported a loss before taxation for the year
of £2,603,425 (2024: £3,437,121) mainly due to administrative costs of
£443,003 (2024: £693,059), including professional, consulting and directors'
fees and an impairment of £2,176,953 (2024: £2,737,711) against licences we
have decided to relinquish to focus on the Bonya rare earths and Blue Fox
copper projects. Net liabilities at 29 December 2025 amounted to £1,215,036
(2024: net assets of £1,320,795) including exploration and evaluation assets
of £Nil (2024: £2,200,826) and cash of £6,525 (2024: £17,551).
Outlook: The junior resource climate has improved over the period and
geopolitical tension has put many critical metals and minerals under the
spotlight. Rare earths in particular are generally under Chinese control,
and the west has little access to the necessary sources of rare earths and the
necessary processing facilities. It is the opinion of the Board that our
licences are very well situated in that they are 60km from Lüderitz, a
deep-water port in southern Namibia, have a powerline running through the
property and are close to a key arterial road within the country.
The project history suggests that the potential for this project is well above
the global average both in terms of tonnes and grade. It is our intention to
progress this project as fast as possible to progress the fundamentals to
prove of statement i.e. the project is world class.
Kendrick looks forward to its new life in the rare earths arena and is doing
all possible to enhance shareholder value in the short term.
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.
I thank my fellow directors and management for their efforts in maintaining
the business, whilst restructuring its purpose.
Colin Bird
Chairman
28 April 2026
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) Category its
principal activity is that of mining exploration and development. Prior to
this year the Group's focus has been on vanadium, nickel, and copper battery
metals projects in Scandinavia via its subsidiaries. During 2025 the Company
has, given the Board's extensive resource project experience in Southern
Africa and the relative cost of developing projects in Southern Africa
compared to Scandinavia, been focussing on acquiring projects in Southern
Africa. In 2025 it exercised an option to acquire the Blue Fox copper
exploration project located in northwest Zambia and post the year end acquired
a 70% interest in Bonya Exploration Pty Namibia ("
(https://www.kendrickresources.com/bonya-rare-earth-project/) Bonya
(https://www.kendrickresources.com/bonya-rare-earth-project/) ") Rare Earth
Project (https://www.kendrickresources.com/bonya-rare-earth-project/)
located in Namibia which is now the Company's main focus.
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 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. However having assessed
the current funding market for the Group's Airijoki vanadium energy storage
project in Sweden the Board have decided to make a full impairment provision
against this project notwithstanding the prospectivity of the Airijoki Project
were it fully funded. This is so that the Company can focus instead on the
Bonya rare earths project in Namibia acquired after the period end and the
Blue Fox copper project in Zambia acquired late during the current period,
these projects are more prospective than the Scandinavia projects and
investors have shown a willingness to support these projects as evidenced by
the Company's fundraising post the year end.
Operational Review
Acquisition during the year
During the year the Company announced on 29 September 2025 the exercise of its
option to enter into a joint venture agreement for the exploration of and if
appropriate development of licence number 34412-HQ-LEL located in the
Northwestern region of Zambia ("Blue Fox Copper project").
Impairment Provision
Having assessed the current funding market for the Group's Airijoki vanadium
energy storage project in Sweden the Board have decided to make a full
impairment provision against this project notwithstanding the prospectivity of
the Airijoki Project were it fully funded. This is so that the Group can
focus instead on the Bonya and Blue Fox projects which are more prospective
and for which investors have shown a willingness to support as evidenced by
the Company's fundraising post the year end.
In light of this assessment the decision has been made to make a full
impairment provision in relation to the exploration and evaluation asset in
relation to the Airijoki project.
Summary of Blue Fox Copper Project in Northwest Zambia:
The Blue Fox project comprises large scale exploration licence 34412-HQ-LEL
which was issued on 16 October 2023 and expires on 15 October 2027 and is for
cobalt, copper, diamond, gold and silver.
· The Licence which was previously held by Anglo American Corporation
and is located within the highly productive and prospective External Fold and
Thrust Belt which is itself situated between the Western Foreland and Domes
domains of northwest Zambia.
· The Licence is situated along strike of and in the same External Fold
and Thrust Belt that hosts Tenke Fungurume (8Mt contained Cu) and the Mutanda
mines in Democratic Republic of Congo
· The Licence sits adjacent to known copper mineralisation hosted by
Roan Group rocks and associated with salt diapir tectonics and fluidised
breccias.
Financial Review
Financial highlights:
· £2.6m loss before tax (2024: £3.4m) due to an impairment
provision of £2,176,953 (2024: £2,737,711) against the Airijoki vanadium
licences in Sweden due to a poor funding market for the project
· Approximately £7k cash at bank at the year end (2024: £18k).
· The basic and diluted loss per share of 0.91 pence (2024: loss 1.40
pence) has been calculated on the basis of the loss of £2,603,425 (2024: loss
£3,437,121) and on 286,415,275 (2024: 245,674,119) ordinary shares, being the
weighted average number of ordinary shares in issue during the year ended 29
December 2025.
· At the year end net liabilities were £(1.22)m due to the loss for
the year (2024 (net assets of £1.32m).
Fundraisings and issues of shares and options
On 25 February 2025 the Company announced it had raised £107,500 before
expenses at 0.25 pence per Ordinary Share through the issue of 43,000,000
new Ordinary Shares of £0.0003 each (the "Fundraising Shares") (the "February
2025 Fundraising"). Colin Bird, the Company's Executive Chairman subscribed
£20,000 for 8,000,000 Fundraising Shares which represented in aggregate 18.6
per cent. of the gross proceeds ("Colin Bird Share Subscription").
During the period Colin Bird, the Company's Executive Chairman has provided an
interest free loan of £35,000 to the Company ("Colin Bird Loan") and Michael
Allardice who provides consultancy services to the company also provided an
interest free loan of £3,800 in addition to the £17,500 which he lent in
2024.
Post the year end the Company has raised £1,587,000 by a combination of the
issue of shares and convertible loan notes as detailed in note 23 (post
balance sheet events) to the Accounts
The Company did not issue any share options during the period. On 28 February
2025, in connection with the February 2025 Fundraising the Company issued a
three year warrant to Shard Capital Partners PLC to subscribe for 1,550,000
shares exercisable at 0.25 pence per share.
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 what is now known as the Equity Shares
(transition) Category of the FCA's Official List and to trading on the Main
Market of the London Stock Exchange on 6 May 2022.
Corporate Acquisitions
There were no corporate acquisitions during the period.
Strategy Review
The Company's strategy is to acquire and enhance the value of its mineral
resource projects through exploration, technical studies and resource
development and to bring projects to production through joint venture or other
arrangements or their sale.
The Kendrick Board has extensive resource project experience in southern
Africa and has gravitated back to the region with the acquisition post the
year end of a 70% interest in the Bonya Project rare earths located in
Namibia. and in late 2025 the exercise of an option in relation to a joint
venture to develop the Blue Fox copper project located in northwest Zambia.
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 current and forecast prices remain high.
Geopolitical tension has put many a critical metals and minerals under the
spotlight. Rare earths in particular are generally under Chinese control,
with the rest of the world having little access to the necessary sources of
rare earths and rare earths processing facilities. It is the opinion of
the board that in this regard the Bonya project rare earths project is very
well situated given its location 60 km from the Lüderitz deep water port,
having a powerline running through the property and being close to a key
arterial road.
Funding markets for exploration companies with the right projects has improved
and the Company has by raising £1,587,000 demonstrated post the year end that
it is able to raise funds in the current environment. The objective of the
Board is to work to enhance the value of the Group's Bonya rare earths project
and the Blue Fox copper project in Zambia.
STRATEGIC REPORT
The Directors present their strategic report for the year ended 29 December
2025.
PRINCIPAL ACTIVITIES
The Group's principal activity 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. Prior to this year, the Group's
focus has been on vanadium, nickel, and copper battery metals projects in
Scandinavia via its subsidiaries. During 2025 the Company has, given the
Board's extensive resource project experience in Southern Africa and the
relative cost of developing projects in Southern Africa compared to
Scandinavia, been focussing on acquiring project in Southern Africa. In 2025
exercised an option to acquire the Blue Fox copper exploration project ("Blue
Fox") located in northwest Zambia and post the year end acquired a 70%
interest in Bonya Exploration Pty Namibia ("
(https://www.kendrickresources.com/bonya-rare-earth-project/) Bonya
(https://www.kendrickresources.com/bonya-rare-earth-project/) ") Rare Earth
Project (https://www.kendrickresources.com/bonya-rare-earth-project/)
located in Namibia which is now the Company's main focus.
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 2025, the Group had net liabilities of £1.22m and cash and
cash equivalents of £7k. 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.
Post the year end the Company has raised £1,587,000 by a combination of the
issue of shares and convertible loan notes as detailed in note 23 (post
balance sheet events) to the financial statements
Based on fundraisings post the year end, the current cash balance of
approximately £590K at the date of these financial statements 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 the cash flow forecast to 31 July 2027 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.
However, the Group has not reached a contractual agreement to raise funds at
the date of this report, and this represents a material uncertainty that the
Group will be able to successfully raise additional funds and in the timeframe
required. This may cast significant doubt on the Group's and Company's ability
to continue as a going concern for the period to 31 July 2027.
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 Namibia and
Zambia, 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:
2025 2024
£ £
Total assets 56,086 2,267,173
Net (liabilities ) / assets (1,215,036) 1,320,795
Cash and cash equivalents 6,525 17,551
Trade and other payables (1,012,957) (821,378)
Liabilities related to borrowings (258,185) (125,000)
Loss before tax for the year (2,618,388) (3,437,121)
Results for the year: The Group reported a loss before taxation for the year
of £2,603,425 (2024: £3,437,121) mainly due to administrative costs of
£443,003(2024: £693,059), including professional, consulting and directors'
fees and an impairment of £2,176,953 (2024: £2,737,711) against the Airijoki
vanadium licences in Sweden due to a poor funding market for the project . Net
liabilities at 29 December 2025 amounted to £(1,215,036 (2024: net assets of
£1,320,795) including exploration and evaluation assets of £Nil (2024:
£2,200,826) and cash of £6,525 (2024: £17,551). As explained under the
Principal Activities section of this report, the Board has decided the Group
should focus on its Bonya rare earths project and the Blue Fox copper project
in Zambia
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.
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.
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 in early stage negotiatins with Jubilee to sell the royalty
back to Jubilee. These negotiations do not warrant a reversal of the previous
impairment.
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 non sterling payments in 2025 were in
Euros and SEK (Swedish Krona) but going forward will be in USD, Namibian
Dollars and Zambian Kwacha,
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
28 April 2026
BOARD OF DIRECTORS
Colin Bird
Executive Chairman Colin is a chartered mining engineer and a Fellow of the
Institute of Materials, Minerals and Mining with more than 40 years'
experience in resource operations management, corporate management, and
finance. Colin has multi commodity mine management experience in Africa,
Spain, Latin America and the Middle East. He has been the prime mover in a
number of public company listings in the UK, Canada and South Africa. His most
notable achievement was founding Kiwara Resources Plc and selling its prime
asset, a copper property in Northern Zambia, to First Quantum Minerals for
US$260 million in November 2009.
Other current directorships
Includes African Pioneer Plc, Bezant Resources Plc, Bird Leisure and Admin
(Pty) Ltd, Galileo Resources Plc, Lion Mining Finance Ltd, New Age Metals
Inc, Revelo Resources Corp, Sandown Holdings, Shamrock Holdings Inc, Virgo
Business Solutions (Pty) Ltd, Xtract Resources Plc, Camel Valley Holdings Inc,
Crocus-Serv Resources (Pty) Ltd, Africibum (Pty) Ltd, Enviro Zambia Ltd, and
Eureka Mine International Ltd, ProspectOre Pty Ltd, BC Ventures Limited.
Former directorships in the last 5 years
Braemore Resources Ltd, Dullstroom Plats (Pty) Ltd, Enviro Mining Ltd,
Enviro Processing Ltd, Enviro Props Ltd, Galagen (Pty) Ltd, Kabwe Operations
Mauritius, Maude Mining & Exploration (Pty) Ltd, NewPlats (Tjate) (Pty)
Ltd, Newmarket Holdings, Tjate Platinum Corporation (Pty) Ltd, Windsor
Platinum Investments (Pty) Ltd, Windsor SA Pty Ltd, Tara Bar and Restaurant
CC, Add X Trading 810 CC, Afminco (Pty) Ltd, Dialyn Café CC, Emanual Mining
and Exploration (Pty) Ltd, Europa Metals Ltd, Isigidi Trading 413 CC, Jubilee
Metals Group Plc, Jubilee Smelting & Refining (Pty) Ltd, Jubilee Tailings
Treatment Company (Pty) Ltd, M.I.T. Ventures Group, Mokopane Mining &
Exploration (Pty) Ltd, NDN Properties CC, Orogen Gold Plc, Pilanesberg Mining
Co (Pty) Ltd, Pioneer Coal (Pty) Ltd, PowerAlt (Pty) Ltd, SacOil Holdings Ltd,
Sovereign Energy Plc, Tiger Resource Finance Plc, Thos Begbie Holdings (Pty)
Ltd, Mistral Resource Development Corporation ltd, Galileo Resources South
Africa (Pty) Ltd and Holyrood Platinum (Pty) Ltd, Umhlanga Lighthouse Café
CC, Glenover Phosphate (Pty) Ltd, Mitte Resources Investment Ltd.
Martyn Churchouse:
Martyn Churchouse is a Geologist and consultant with over 40 years' experience
working in the mining industry. He graduated from the University of London
with a BSc in Geology and also has a MSc in Mining & Exploration from the
Camborne School of Mines. Martyn has had experience as a board director and
founder of many AIM listed mining and resource companies. Since the beginning
of 2022 Martyn has been a consultant to a number of exploration companies with
oversight for exploration and mine development programmes covering multiple
targets and resources on the African sub-continent.
Other current directorships
Bybrook Community Concierge Ltd, Ford Flyfishers Limited and M Churchouse
Consultancy Limited.
Former directorships in the last 5 years
Caerus Mineral Resources Plc and New Cyprus Copper P.A. Ltd.
Kjeld Thygesen
Non-Executive Director Kjeld Thygesen is a mining investment veteran of more
than 45 years. After being a mining analyst at James Capel in the latter half
of the 1970's he was manager of the commodities department at Rothschild Asset
Management between 1980-89. In 1990 he formed Lion Resource Advisors as a
specialist adviser in the mining and natural resource sectors. LRA was the
advisor to the Midas Fund in the US between 1992-2000, which was one of the
top performing funds during that period. From 2002-2008 he was Investment
director of Resources Investment Trust, a London listed investment trust which
returned a threefold investment during that period. He has served on several
mining company boards over the past twenty years including currently being a
director of African Pioneer Plc and Xtract Resources Plc.
Alex Borrelli
Non-Executive Director Alex Borrelli, FCA, initially studied medicine and
subsequently qualified as a chartered accountant. He has many years'
experience in investment banking encompassing flotations, takeovers, and
mergers and acquisitions for private and quoted companies. For the last 20
years, he has been acting as chairman and director of various listed
companies, and is currently a senior non-executive director of ASX-listed and
AIM-listed Greatland Resources Limited and a non-executive director of
AIM-listed Bradda Head Lithium Limited.
Evan Kirby
Non-Executive Director Dr Kirby, is a metallurgist with over 40 years of
international involvement. He worked initially in South Africa for Impala
Platinum, Rand Mines and then Rustenburg Platinum Mines. Then in 1992, he
moved to Australia to work for Minproc Engineers and then Bechtel Corporation.
After leaving Bechtel in 2002, he established his own consulting company to
continue with his ongoing mining project involvement. Evan's personal "hands
on" experience covers the financial, technical, engineering and environmental
issues associated with a wide range of mining and processing projects.
Other current directorships
Non-executive director of Europa Metals Ltd (listed on AIM and AltX of the
JSE) and Bezant Resources Plc (AIM listed), and Director of private company,
Metallurgical Management Services Pty Ltd.
Former directorships in the last 5 years
Technical director of Jubilee Metals Group PLC (AIM listed), Balama Resources
Pty Ltd (Private Company, formerly ASX listed New Energy Minerals Limited and
originally Mustang Resources Limited).
DIRECTORS REMUNERATION REPORT
This Directors' Remuneration Report sets out the Company's policy on the
remuneration of Directors, together with details of Directors' remuneration
packages and service contracts for the year ended 29 December 2025.
The Company's policy is to maintain levels of remuneration to attract,
motivate, and retain Directors and Senior Executives of the highest calibre
who can contribute their experience to deliver industry-leading performance
with the Company's operations. The Company is nonetheless mindful of the need
to balance this objective with the fact that it is pre-revenue.
Since listing on 6 May 2022, the Company's Directors have largely remunerated
through a combination of modest salaries and/or fees, share options and where
relevant, equity positions as founders and as a result the total salaries and
fees payable to directors has been relatively modest.
As the Company grows, and increasingly makes hires, it will become necessary
to move to a more long-term and sustainable policy, which continues to align
the interests of Directors and senior staff with those of shareholders while
recognising that new hires will not initially have a significant equity
position.
Accordingly, it is likely that compensation packages for Executive Directors
will need to move over time to a level more consistent with the market.
Currently, Directors' remuneration is not subject to specific performance
targets. The Company is sufficiently small that the Board does not consider
that it is necessary to impose such targets as a matter of principle but
believes that exceptional performance can be rewarded on an ad hoc basis.
The 2021 AGM approved a share option scheme which is to incentivise both
Executive, non-Executive Directors, and consultants as well individuals
holding positions of responsibility in the Company ("Share Option Scheme"). On
2 February 2023 the Company announced that pursuant to the Share Option Scheme
22,550,000 options over Ordinary Shares ("Options") were awarded, 13,750,000
of the Options were awarded to Directors of the Company, as detailed further
in Note 19 and the balance of 8,800,000 Options to other eligible
participants. The Company had not previously issued any Options under the
Share Option Scheme.
The 2024 Annual General Meeting also approved revisions to the Company's
incentive schemes The primary changes relate to the Annual Incentive Schemes
so as to more closely align the annual incentive awards with the interest of
shareholders which is primarily increases in the Company's share price (the
"Revised Incentive Schemes"). Awards under the Revised Incentive Schemes
are not intended to replace the Share Option Scheme arrangements. The Revised
Incentive Schemes shall continue in place until the Board of the Company have
put an alternative incentive scheme to the Company's shareholders which the
Company's shareholders have approved.
The Revised Incentive Schemes included Annual Incentive Awards: These will
be awarded to Eligible Participants with a minimum of 80% of their awards
being related to Company performance and the balance related to individual key
performance indicators determined by the remuneration committee. The foregoing
percentages are so as to more closely align the annual incentive awards with
the interest of shareholders which is primarily increases in the Company's
share price. Eligible Participants annual incentive award based on the
Company performance will be based on improvements in the Company's share price
in the preceding 12 month period ("Company Share Price Increase"). Following
shareholder approval an annual Company Share Price Increase measure was
introduced with effect from 30 June 2024. The base share price for the Company
Share Price Increase was 0.9456 pence per share for the initial year being the
higher of i) the VWAP for June 2024 and ii) the highest calendar monthly VWAP
during the 12 months to 30 June 2024 in both cases multiplied by 120% (the
"Initial Base Share Price"). In the second and subsequent years the Company
Share Price Increase will be "high water marked" by the Base Share Price for
the relevant year being the higher of i) the Initial Base Share Price and ii)
the highest Year End Share Price (as defined below) for each previous year
since the Initial Year multiplied by 120%. The year end share price for each
year will be the 30 day VWAP in the last month of the 12 month period (the
"Year End Share Price"). The participation rate in the Company Share Price
Increase above the Base Share Price for the applicable year will be 5% (the
"Participation Rate"). In the year ended 30 June 2025 there was no awards made
under the Annual Incentive Awards,
The Board considers the remuneration of Directors and senior staff and their
employment terms and makes recommendations to the Board of Directors on the
overall remuneration packages. No Director takes part in any decision directly
affecting their own remuneration.
There has been no correspondence to date from shareholders relating to
Directors' remuneration matters and therefore no such matters have been
considered by the Board in formulating the Company's remuneration policy.
In determining Executive Director remuneration policy and practices, the Board
aims to address the following factors:
• Clarity - remuneration arrangements should be transparent and
promote effective engagement with shareholders and the workforce;
• Simplicity - remuneration structures should avoid complexity and
their rationale and operation should be easy to understand;
• Risk - remuneration arrangements should ensure reputational and
other risks from excessive rewards, and risks that can arise from target-based
incentive plans, are identified and mitigated;
• Predictability - the range of possible values of rewards to
individual directors and any other limits or discretions are identified and
explained at the time of approving the policy;
• Proportionality - the clarity of the link between individual
awards, the delivery of strategy and the long-term performance of the company
should be clear; and
• Alignment to culture - incentive schemes, when implemented will
drive behaviours consistent with company purpose, values and strategy.
Directors' remuneration
Remuneration of the Directors for the years ended 29 December 2025 and 2024
was as follows:
2025
Total
fees year ended
Directors' Fees Salary and Consulting Fees
£ £ £
C Bird 18,000 30,000 48,000
K Thygesen 18,000 - 18,000
M A Borrelli 18,000 - 18,000
E Kirby 18,000 - 18,000
M. Churchouse 18,000 6,000 24,000
Total 90,000 36,000 126,000
On 2 February 2023 the Directors were, pursuant to the Executive Share Option
Scheme approved at the AGM on 4 February 2021, granted 13,750,000 options over
ordinary shares expiring on 3 February 2031 with an exercise price of 3.5
pence ("Share Option Scheme Options"). Further details of the Share Option
Scheme Options issued to Directors are provided in the Directors' Report on
page 24.
2024
Total
fees year ended
Directors' Fees Salary and Consulting Fees
£ £ £
C Bird 18,000 30,000 48,000
K Thygesen 18,000 - 18,000
M A Borrelli 18,000 - 18,000
E Kirby 18,000 - 18,000
M. Churchouse 18,000 6,000 24,000
Total 90,000 36,000 126,000
Note 21 provides details of Director's Letters of Appointment and Service
Agreements.
Pension arrangements
There were no pensions or other similar arrangements in place with any of the
Directors during the years ended 29 December 2025 or 2024.
Directors' Interests
The interests (as defined in the Companies Act) of the Directors holding
office during the period as at the year end in the share capital are shown
below:
29 December 2025 29 December 2024
Director Number of Ordinary Shares Percentage of issued ordinary share capital Number of Ordinary Shares Percentage of issued ordinary share capital
Colin Bird* 55,819,227 19.03% 47,819,227 19.11%
Martyn Churchouse - - - -
Kjeld Thygesen 2,142,857 0.73% 2,142,857 0.86%
Alex Borrelli 82,777 0.03% 82,777 0.03%
Evan Kirby - - - -
* 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.
13,750,000 options over ordinary shares expiring on 3 February 2031 with an
exercise price of 3.5 pence were granted to Directors on 2 February 2023
pursuant to the Share Option Scheme approved at the AGM on 4 February 2021
("Share Option Scheme Options"). Further details of the Share Option Scheme
Options issued to Directors are provided in the Directors' Report on page 24
and in note 19.
No warrants were issued to Directors in 2025, at Admission on 6 May 2021 the
warrants in the table below over ordinary shares in the issued share capital
of the Company were issued to Directors in office at the period end. 4,380,952
Convertible Note Warrants, including 1,409,524 Convertible Note Warrants
issued to Lion Mining Finance Limited, a company controlled by Colin Bird,
expired on 6 November 2023 and the Fundraising Warrants expired on 6 May 2025.
None of the warrants were exercised during the period.
Director Number of Warrants Exercise price (pence) Expiry Date
Colin Bird
Fundraising Warrants 1,571,400 6.0 Expired on 6 May 25
Kjeld Thygesen -
Fundraising Warrants 1,000,000 6.0 Expired on 6 May 25
Alex Borrelli - - -
Evan Kirby - - -
Martyn Churchouse - - -
Other than as set out above, none of the Directors as at 29 December 2025 held
any interest in shares of the Company during the year.
This report was approved by the Board on 28 April 2026 and signed on its
behalf by:
C Bird
Chairman
28 April 2026
CORPORATE GOVERNANCE STATEMENT
The Company is managed under the direction and supervision of the Board of
Directors. Among other things, the Board sets the vision and strategy for the
Company in order to effectively implement the Company's business model.
Good corporate governance creates shareholder value by improving performance
while reducing or mitigating risks that the Company faces as we seek to create
sustainable growth over the medium to long-term. It is the role of the
Chairman to lead the Board effectively and to oversee the adoption, delivery
and communication of the Company's corporate governance model. The Company's
corporate governance statement is available in the investor section of the
Company's website at https://www.kendrickresources.com/
(https://www.kendrickresources.com/)
The Listing Rules require all companies initially admitted to the Standard
Segment of the FCA's Official List to adopt and comply with a recognised
corporate governance code, the Board has adopted the Quoted Companies Alliance
Corporate Governance Code (the "Code"). It was decided that the Code was more
appropriate for the Company's size and stage of development than the more
prescriptive Financial Reporting Council's UK Corporate Governance Code.
The Company holds board meetings as issues arise which require the attention
of the Board and also discuss matters amongst themselves prior to passing
written resolutions of all the Directors. The Board is responsible for the
management of the business of the Company, setting the strategic direction of
the Company and establishing the policies of the Company. It is the Directors'
responsibility to oversee the financial position of the Company and monitor
the business and affairs of the Company, on behalf of the Shareholders, to
whom they are accountable. The primary duty of the Directors is to act in the
best interests of the Company at all times. The Board also addresses issues
relating to internal control and the Company's approach to risk management and
has formally adopted an anti-corruption and bribery policy.
The experience and background of the directors is summarised in the Board of
Director's section of the financial statements. The directors, each of whom
has over 30 years' experience in the mining and exploration industry, maintain
and update their skills and knowledge through ongoing involvement in active
exploration and development projects, regular engagement with technical
advisers and industry specialists, participation in industry conferences and
professional forums, and continuous review of regulatory, technical and market
developments relevant to the minerals sector.
The Directors have established an Audit Committee and a Remuneration Committee
with formally delegated duties and responsibilities. There is no separate
Nomination Committee given the size of the Board and, during the year, no such
committee met. All Director appointments are approved by the Board as a whole.
Evan Kirby and Kjeld Thygesen are considered by the Board to be independent
Non-Executive Directors.
Audit Committee
The Audit Committee, which currently comprises Alex Borrelli (Chairman of the
Audit Committee), Evan Kirby and Kjeld Thygesen and has the primary
responsibility for monitoring the quality of internal control and ensuring
that the financial performance of the Company is properly measured and
reported on and for reviewing reports from the Company's auditors relating to
the Company's accounting and internal controls. The Committee is also
responsible for making recommendations to the Board on the appointment of
auditors and the audit fee and for ensuring the financial performance of the
Company is properly monitored and reported. The Audit Committee will meet not
less than three times a year. Given the size of the Company it does not have
an internal audit function and the auditors take this into consideration in
planning their audit of the Company's financial statements.
Remuneration Committee
The Remuneration Committee, which currently comprises Evan Kirby (Chairman of
the Remuneration Committee), Kjeld Thygesen and Alex Borrelli and is
responsible for the review and recommendation of the scale and structure of
remuneration for senior management, including any bonus arrangements or the
award of share options with due regard to the interests of the Shareholders
and the performance of the Company.
Share Dealing Code
The Company has adopted, with effect from Admission, a share dealing policy
regulating trading and confidentiality of inside information for the Directors
and other persons discharging managerial responsibilities (and their persons
closely associated) which contains provisions appropriate for a company whose
shares are admitted to trading on the Official List (particularly relating to
dealing during closed periods which will be in line with the Market Abuse
Regulation). The Company will take all reasonable steps to ensure compliance
by the Directors and any relevant employees with the terms of that share
dealing policy. None of the Directors dealt in the Company's shares during
the period.
Meetings of the Directors
The number of meetings of the Board of Directors of the Company and its
committees held during the year ended 29 December 2025 and the number of
meetings attended by each director is tabled below.
2025
Meetings held whilst in office No. of meetings attended
Board Audit Board Audit
C. Bird 2 n.a. 2 n.a.
M.A. Borrelli 2 2 2 2
E. Kirby 2 2 2 2
K Thygesen 2 2 2 2
M Churchouse 2 n.a. 2 n.a.
2024
Meetings held whilst in office No. of meetings attended
Board Audit Board Audit
C. Bird 3 n.a. 3 n.a.
M.A. Borrelli 3 3 3 3
E. Kirby 3 3 3 3
K Thygesen 3 3 3 3
M Churchouse 3 n.a. 3 n.a.
Diversity Policy
The Board operates a policy whereby Directors and other individuals considered
for employment and professional services across the Group are selected on the
basis of their experience, professional qualifications and ability and as such
the Company does not discriminate on aspects such as age, gender or
educational and professional background.
The Company is a small exploration company and the Company's only employees
comprise the five Board Directors four of whom have been in office since
Admission on 6 May 2022 and were the Board members on the basis of whose
experience and expertise investors invested in the Company at the time of the
Listing. The Company has at the date of these financial statements not met
the following targets on board diversity
(i) at least 40% of the individuals on its Board of Directors are women;
(ii) at least one of the following senior positions on its board of directors
is held by a woman (A) the chair; (B) the chief executive; (C) the senior
independent director; or (D) the chief financial officer; and
(iii) at least one individual on its Board of Directors is from a minority
ethnic background.
The diversity composition of the Board is shown in the table below:
Number of board members Percentage of the board Number of senior positions on the board ((1)) Number in executive management Percentage of executive management
Men 5 100 % 3 2 100%
Women - - - - Nil
((1)) (CEO, SID and Chair)
Ethnic Background of Board members
Number of board members Percentage of the board Number of senior positions on the board ((1)) Number in executive management Percentage of executive management
White British or other White (including minority-white groups) 5 100% 3 2 40%
Mixed/Multiple Ethnic Groups - - - - -
Asian/Asian British - - - - -
Black/African/Caribbean/ Black British - - - - -
Other ethnic group, including Arab - - - - -
Not specified/ prefer not to say - - - - -
((1)) (CEO, SID and Chair)
Ethnic Background of Board members
Number of board members Percentage of the board Number of senior positions on the board ((1)) Number in executive management Percentage of executive management
White British or other White (including minority-white groups) 5 100% 3 2 40%
Mixed/Multiple Ethnic Groups - - - - -
Asian/Asian British - - - - -
Black/African/Caribbean/ Black British - - - - -
Other ethnic group, including Arab - - - - -
Not specified/ prefer not to say - - - - -
((1)) (CEO, SID and Chair)
Internal control
The Board is responsible for establishing and maintaining the Group's system
of internal control. Internal control systems manage rather than eliminate the
risks to which the Group is exposed and such systems, by their nature, can
provide reasonable but not absolute assurance against misstatement or loss.
There is a continuous process for identifying, evaluating and managing the
significant risks faced by the Group. The key procedures which the Directors
have established with a view to providing effective internal control, are as
follows:
¨Identification and control of business risks -The Board identifies the major
business risks faced by the Group and determines the appropriate course of
action to manage those risks.
¨ Budgets and business plans - Each year the Board approves the business plan
and annual budget. Performance is monitored and relevant action taken
throughout the year through the regular reporting to the Board of changes to
the business forecasts.
¨ Investment appraisal - Capital expenditure is controlled by budgetary
process and authorisation levels. For expenditure beyond specified levels,
detailed written proposals must be submitted to the Board. Appropriate due
diligence work is carried out if a business or asset is to be acquired.
Environment, health, safety and community statement
The Group is committed to providing a safe working environment for all its
employees and to responsibly manage all of the environmental interactions of
its business. Its objective is to perform and achieve at a level notably in
excess of the regulatory minimum required by the host countries in which it
does business.
The following specific principles in relation to Health & Safety,
Environment and Communities are adhered to by the Group:
Health & Safety
• Provision of health and safety training to all employees;
• All necessary measures are taken to minimise workplace injuries;
and
• Establishment of management and advisory programmes for the
prevention of transmissible diseases.
Environment
The Group prides itself on being a skilled and responsible operator. It
functions with the clear mandate of being in full compliance with corporate
standards, applicable environmental laws, regulations and permit requirements.
It has an internal monitoring programme in place that plays a critical role in
continuously improving its environmental performance.
The Group strives to minimise its environmental effects wherever and to:
• Comply with applicable laws, regulations and commitments wherever
it operates;
• Ensure it has the necessary resources, procedures, training
programmes and responsibilities in place to achieve its environmental
objectives;
• Strive to protect air and water quality, minimise consumption of
water and energy, and protect natural habitats and biodiversity;
• Promote an ongoing environmental dialogue with its stakeholders in
the communities where it conducts business;
• Collaborate with stakeholders to define environmental priorities
and to protect the environment; and
• Consider the requirement for environmental protection in all
aspects of exploration and development.
Communities
As well as recognising the need to protect the natural environment the Group
will follow Best Practices in:
• its interactions with local communities;
• respecting customs and cultural practices; and
• minimising intrusion upon lifestyles and traditions.
The Group will not violate human rights and will, wherever possible, favour
employment for local people when it recruits. It will strive to be recognised
as a socially aware and responsible business.
Task Force on Climate-related Financial Disclosures (TCFD)
The Group has not included climate-related financial disclosures consistent
with any of the TCFD Recommendations and Recommended Disclosures, as required
by Listing Rule 14.3.27, neither in this annual financial report or any other
document as it has not yet established the metrics and obtained the data to do
this. Set out below is a summary of the Group's activities and how the Group
proposes to align with the TCFD recommendations. The Group will provide an
update of its alignment with the TCFD recommendations in next year's Annual
Report.
TCFD was established in 2015 to improve and increase reporting of
climate-related financial information and to provide information to investors
about the actions companies are taking to mitigate the risks of climate
change, as well as to provide increased clarity on the way in which they are
governed.
As an organisation, we recognise the growing importance of understanding the
impact of climate change on the environment in which we operate and its
potential impact on the business.
The Group's exploration activities are "asset" light as the Group does not own
its drilling and exploration equipment and instead uses contractors and it is
a standard operating procedure for exploration activities to be conducted in
accordance with applicable environmental regulations. The effect of this is
that the Group's demand for and use of carbon fuels is very low though its
contractors will use carbon fuels. An opportunity arising for the Group's
from climate change is that copper is projected to increase in response to the
global green energy transition in particular for electric vehicles, charging
stations and the generation and distribution of renewable energy.
The Group is planning to adopt the TCFD framework and recommendations to the
extent that it is appropriate given the size of the company and its
activities. The framework is useful as a guide to understand how climate
change could impact a broad range of business drivers and will provide a
structured approach for the Group, to work towards embedding climate into our
decision-making and will enable us to learn from and apply best practice on
reporting and disclosures.
We see this as a means to increase the quality and transparency in our climate
related disclosures whilst taking the first steps on the roadmap of TCFD
reporting. We aim to ensure our stakeholders will have a better understanding
of the Group's operational and business resilience to climate change and how
we will incorporate the consideration of climate-related risks and
opportunities in our business model. The table below provides a brief
statement on our current thought process to understand and begin aligning with
the TCFD recommendations.
Governance: The Group's governance relating to climate-related risks and
opportunities is the responsibility of the Board.
Strategy: The actual and potential impacts of climate-related risks and
opportunities will have effects on the business policies, strategy and
financial planning of the Group.
Risk Management: The financial director is responsible for the Group's risk
assessment and identifying, assessing, and managing climate related risks is
part of that function.
Metrics & Targets: The formulation of metrics and targets used to assess
and manage relevant climate related risks and opportunities will be considered
The Directors present their report together with the audited financial
statements, for the year ended 29 December 2025.
RESULTS AND DIVIDENDS
The results for the year are set out in the Group Statement of Comprehensive
Income on page 35. The Directors do not recommend the payment of a dividend on
the ordinary shares (2024: nil).
DIRECTORS
The names of the Directors who served throughout the period and subsequent to
the year end, except where shown otherwise, are as follows:
C Bird , K Thygesen , M A Borrelli, E Kirby and M Churchouse.
DIRECTORS' REMUNERATION
The Directors' remuneration is detailed in the Directors' Remuneration Report
on pages 15 to 18.
DIRECTORS' AND OFFICERS' INDEMNITY INSURANCE
The Group has purchased Directors' and Officers' liability insurance which
provides cover against liabilities arising against them in that capacity.
ISSUES OF SHARES, OPTIONS AND WARRANTS
On 25 February 2025 the Company announced it had raised £107,500 before
expenses at 0.25 pence per Ordinary Share through the issue of 43,000,000
new Ordinary Shares of £0.0003 each (the "Fundraising Shares") (the "February
2025 Fundraising"). Colin Bird, the Company's Executive Chairman subscribed
£20,000 for 8,000,000 Fundraising Shares which represented in aggregate 18.6
per cent. of the gross proceeds ("Colin Bird Share Subscription").
22,550,000 options over ordinary shares expiring on 3 February 2031 with an
exercise price of 3.5 pence were granted on 2 February 2023 pursuant to the
Share Option Scheme approved at the AGM on 4 February 2021 ("Share Option
Scheme Options"). Of the 22,550,000 Share Option Scheme Options, 13,750,000
were awarded to directors of the Company, as detailed in the table below and
the balance of 8,800,000 to other eligible participants. The Company has not
previously issued any Share Option Scheme Options.
Executive Directors No. of Options
Colin Bird Executive Chairman 6,000,000
Martyn Churchouse 5,000,000
Non Executive Directors:
Alex Borrelli 1,000,000
Evan Kirby 1,000,000
Kjeld Thygesen 750,000
Total Directors 13,750,000
The Company did not issue any share options during the period On 28 February
2025, in connection with the February 2025 Fundraising the Company issued a
three year warrant to Shard Capital Partners PLC to subscribe for 1,550,000
shares exercisable at 0.25 pence per share.
FINANCIAL INSTRUMENTS
An explanation of the Group's financial risk management objectives, policies
and strategies is set out in note 20.
IMPACT OF UKRAINE CONFLICT
The Directors consider as a result of the Ukraine conflict and related
sanctions there is no impact on the Company as it has no assets or business
activities or suppliers with links in Ukraine or Russia and is not aware of
any persons sanctioned in relation to the Ukraine conflict owning shares in
the Company.
IMPACT OF IRAN WAR
The Directors consider as a result of the war in Iran and ongoing middle east
conflict and related sanctions there is no immediate impact on the Company as
it has no assets or business activities or suppliers with links to Iran and is
not aware of any persons sanctioned in relation to Iran owning shares in the
Company. The Company is monitoring the position given the uncertainty of the
impact of the war in Iran on the supply of oil, gas and other resources from
the Middle East and the effect this may have on supply chains, inflation and
macro-economic factors.
EVENTS AFTER THE REPORTING DATE
Events after the reporting date have been disclosed in note 23 to the
financial statements.
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO THE AUDITORS
The Directors, who were in office at the date of approval of this report,
confirm that, so far as they are aware, there is no relevant audit information
of which the Company's auditor is unaware and that they have taken all
reasonable steps to make themselves aware of any relevant audit information
and to establish that the Company's auditor is aware of that information.
The Directors are responsible for preparing the financial statements in
accordance with the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority ("DTR") and with UK adopted International
Accounting Standards.
The Directors confirm to the best of their knowledge that:
• the financial statements have been prepared in accordance with the
relevant financial reporting framework and give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group and
the Company; and
• the Strategic Report and Directors' Report include a fair review
of the development and performance of the business and the financial position
of the Group and the Company, together with a description of the principal
risks and uncertainties that it faces; and
• the annual report and financial statements, taken as a whole, are
fair, balanced, and understandable and provide the information necessary for
shareholders to assess the Group's position, performance, business model and
strategy.
This confirmation is given and should be interpreted in accordance with the
provisions of Section 418 of the Companies Act 2006.
AUDITORS
The auditors, RPG Crouch Chapman LLP have indicated their willingness to
continue in office. A resolution to re-appoint them will be proposed at the
forthcoming Annual General Meeting.
Approved by the Board of Directors and signed on behalf of the Board.
C Bird
Chairman
28 April 2026
STATEMENT OF DIRECTORS's RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the directors have prepared financial
statements in accordance with UK adopted International Accounting Standards
(IFRSs).
The financial statements are required by law and IFRSs as adopted by the UK
to present fairly the financial position of the Company and the financial
performance of the Company. The Companies Act 2006 provides in relation to
such financial statements that references in the relevant part of that Act to
financial statements giving a true and fair view are references to their
achieving a fair presentation.
Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Company and of the profit or loss of the Company for that
period.
In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable and
prudent;
• state whether applicable accounting standards have been followed,
subject to any material departures disclosure and explained in the financial
statements;
• and
• prepare financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business.
The directors are responsible for maintaining adequate accounting records that
are sufficient to show and explain the company's transactions and disclose
with reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the
company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
GROUP STATEMENT OF COMPREHENSIVE INCOME
Year ended 29 December 2025
Notes Year to Year to
29 December 29 December
2025 2024
£ £
Administrative expenses (443,003) (693,059)
Reversal of previously capitalised exploration and evaluation expenditure 5 27,829 -
Gain in fair value of investment 5,559 -
Impairment charge on exploration and 12 (2,176,953) (2,737,711)
evaluation assets
Operating loss 5 (2,586,568) (3,430,770)
Finance expense 5 (16,857) (6,351)
Loss before tax (2,603,425) (3,437,121)
Taxation 8 - -
Loss for the year (2,603,425) (3,437,121)
Other comprehensive loss:
Foreign currency difference on translation of foreign operations (36,031) 133,917
Taxation - -
Total comprehensive loss for the year (2,639,456) (3,303,204)
Basic and diluted loss per share 9 (0.91)p (1.40)p
The notes on page 46 to 82 form part of these financial statements.
All amounts are derived from continuing operations.
GROUP STATEMENT OF FINANCIAL POSITION
As at 29 December 2025
Company No. 02401127
Notes 29 December 29 December
2025 2024
£ £
Assets
Non-current assets
Property, plant and equipment 10 - -
Exploration and evaluation assets 12 - 2,200,826
- 2,200,826
Current assets
Current asset investment 11 7,357 1,798
Trade and other receivables 15 42,204 46,998
Cash and cash equivalents 6,525 17,551
56,086 66,347
Total assets 56,086 2,267,173
Liabilities
Current liabilities
Trade and other payables 16 1,012,957 821,378
Borrowings - Host Liability (amortised cost) 17 183,363 -
Borrowings - Other loans 17 56,300 125,000
Borrowings - Derivative financial liabilities (FVTPL) 17 18,502 -
1,271,122 946,378
Net assets (1,215,036) 1,320,795
Equity
Share capital 18 23,014,360 23,001,460
Share premium 18 31,979,944 31,889,219
Share based payment reserve 100,258 100,258
Merger reserve 1,824,000 1,824,000
Translation reserve 70,851 106,882
Retained earnings (58,204,449) (55,601,024)
Total equity (1,215,036) 1,320,795
The financial statements were approved by the Board of Directors and
authorised for issue on 28 April 2026 and were signed on its behalf by
C Bird Chairman
COMPANY STATEMENT OF FINANCIAL POSITION
As at 29 December 2025
Notes 29 December 29 December
2025 2024
£ £
Assets
Non-current assets
Property, plant and equipment 10 - -
Exploration and evaluation assets 12 - -
Investment in and loans to subsidiaries 14 - 2,371,574
- 2,371,574
Current assets
Current asset investment 11 7,357 1,798
Trade and other receivables 15 30,579 36,062
Cash and cash equivalents 6,521 15,204
44,457 53,064
Total assets 44,457 2,424,638
Liabilities
Current liabilities
Trade and other payables 16 1,012,838 821,257
Borrowings - Host Liability (amortised cost) 183,363 -
Borrowings - Other loans 17 56,300 125,000
Borrowings - Derivative financial liabilities (FVTPL) 17 18,502 -
1,271,002 946,257
Net assets (1,226,546) 1,478,381
Equity
Share capital 18 23,014,360 23,001,460
Share premium 18 31,979,944 31,889,219
Share based payment reserve 100,258 100,258
Merger reserve 1,824,000 1,824,000
Accumulated losses (58,145,108) (55,336,556)
Total equity (1,226,546) 1,478,381
The loss for the year for the Company was £2,808,552 (2024: £3,188,460). The
financial statements were approved by the Board of Directors and authorised
for issue on 28 April 2026 and were signed on its behalf by
C Bird Chairman
GROUP STATEMENT OF CASH FLOW
For the year ended 29 December 2025
Year to 29 December Year to 29 December
2025 2024
£ £
Cash flows from operating activities
Loss before tax (2,603,425) (3,437,121)
Adjustments to reconcile net losses to cash utilised :
Impairment charge 12 2,176,953 2,737,711
Finance Expense re Convertible loan 5 12,865 -
Gain in fair value of investment at reporting date (5,559) -
Operating cash outflows before movements in working capital
(419,166) (699,410)
Changes in:
Trade and other receivables 4,794 1,042
Trade and other payables 209,079 438,668
Net cash outflow from operating activities (205,293) (259,700)
Investing activities
Exploration & Evaluation assets 12 (11,071) (181,658)
Net cash outflow from investing activities: (11,071) (181,658)
Cash flows from financing activities
Proceeds from convertible loans 64,000 125,000
Proceeds from other loans 38,800 -
Proceeds from issue of shares, net of issue costs 103,625 -
Net cash inflow from financing activities 206,425 125,000
Net decrease in cash and cash equivalents (9,939) (316,358)
Effect of foreign exchange rate changes (1,087) 133,917
Cash and cash equivalents at beginning of period 17,551 199,992
Cash and cash equivalents at end of period 6,525 17,551
COMPANY STATEMENT OF CASH FLOW
for the year ended 29 December 2025
Year to 29 December Year to 29 December
2025 2024
£ £
Cash flows from operating activities
Loss before tax (2,808,552) (3,188,460)
Adjustments to reconcile net losses to cash utilised :
Impairment charge - Investment in subsidiaries 12 2,387,041 1,876,040
Impairment charge - Exploration and evaluation assets - 637,639
Finance Expense re Convertible loan 5 12,865 -
Gain in fair value of investment (5,559) -
Operating cash outflows before movements in working capital
(414,205) (674,781)
Changes in:
Trade and other receivables 5,483 752
Trade and other payables 209,081 438,668
Net cash outflow from operating activities (199,641) (235,361)
Investing activities
(Loans to subsidiaries)/Repayment of loans / 14 (15,467) 85,612
Net cash inflow/(outflow) from investing activities: (15,467) 85,612
Cash flows from financing activities
Proceeds from convertible loan 64,000 125,000
Proceeds from other loans 38,800 -
Proceeds from issue of shares, net of issue costs 103,625 -
Net cash inflow from financing activities 206,425 125,000
Net decrease in cash and cash equivalents (8,683) (24,749)
Cash and cash equivalents at beginning of period 15,204 39,953
Cash and cash equivalents at end of period 6,521 15,204
GROUP STATEMENT OF CHANGES IN EQUITY
Year ended 29 December 2025
Share capital Share premium Share based Merger Translation Retained earnings Total
Payment reserve reserve reserve equity
£ £ £ £ £ £ £
As at 29 December 2023 22,998,307 31,810,107 100,258 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 to settle share deferred consideration (note 19) 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
Loss for the year - - - (2,603,425) (2,603,425)
- -
Other comprehensive income
Translation reserve - - - - (36,031) - (36,031)
Total comprehensive loss for the year - - - - (36,031) (2,603,425) (2,639,456)
Issue of shares (note 18) 12,900 90,725 - - - - 103,625
As at 29 December 2025 23,014,360 31,979,944 100,258 1,824,000 70,851 (58,204,449) (1,215,036)
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 (Note 19).
COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 29 December 2025
Share capital Share premium Share based payment reserve Merger Retained earnings Total equity
reserve
£ £ £ £ £ £
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 19) 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
Total comprehensive loss for the year - - (2,808,552) (2,806,552)
- -
Other comprehensive income - - - - - -
Total comprehensive loss for the year - - - - (2,808,552) (2,808,552)
Issue of shares to settle Share deferred consideration (note 18) 12,900 90,725 - - - 103,625
As at 29 December 2025 23,014,360 31,979,944 100,258 1,824,000 (58,145,108) (1,226,546)
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 (Note 19)
NOTES TO THE FINANCIAL STATEMENTS
Year ended 29 December 2025
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 2025. The comparative period is for the year to 29 December 2024.
The Group's business 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. However having assessed
the current funding market for the Group's Airijoki vanadium energy storage
project in Sweden the Board have decided to make a full impairment provision
against this project notwithstanding the prospectivity of the Airijoki Project
were it fully funded. This is so that the Company can focus instead on the
Bonya rare earths project in Namibia acquired after the period end and the
Blue Fox copper project in Zambia acquired late during the current period,
these projects are more prospective than the Scandinavia projects and
investors have shown a willingness to support these projects as evidenced by
the Company's fundraising post the year end. The exploration and evaluation
assets previously held in Scandinavia are shown in note 12, at the period end
no exploration and evaluation asset is held in relation to the Bonya rare
earth project or the Blue Fox copper project.
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 2025,
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
2025:
• 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)
2. ADOPTION OF NEW AND REVISED STANDARDS (continued)
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 2025, the Group had net liabilities of £1.23m and cash
and cash equivalents of £7k. 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.
Post the year end the Company has raised £1,587,000 by a combination of the
issue of shares and convertible loan notes as detailed in note 23 (post
balance sheet events) to the Accounts
Based on fundraisings post the year end, the current cash balance of
approximately £590K at the date of these financial statements 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 31 July 2027 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.
Operating segments that aligns with 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 £Nil (2024 £2,200,826) after an impairment provision of
£2,212,076 (2024 £2,737,711) and the Company Exploration and Evaluation
asset at the year end was £Nil (2024 £Nil) after an impairment provision of
£Nil (2024 £637,639).
Determination of Cash-generating units for Exploration and Evaluation assets
In accordance with IFRS 6 - Exploration for and Evaluation of Mineral
Resources, the Group identifies cash‑generating units ("CGUs") for
exploration and evaluation assets for the purposes of impairment assessment. A
CGU is defined as the smallest identifiable group of assets that generates
cash inflows that are largely independent of the cash inflows from other
assets or groups of assets.
Given the nature of the Group's activities, the determination of CGUs under
IFRS 6 requires the exercise of significant judgement. The Group has
determined that each exploration licence or geographically contiguous group of
exploration licences with similar geological characteristics and a shared
exploration strategy represents a separate CGU, based on the following
considerations:
· Exploration and evaluation assets do not generate cash inflows
while in the exploration stage;
· Cash inflows, if any, are expected to arise only once technical
feasibility and commercial viability of extraction have been demonstrated;
· Exploration licences are managed, budgeted for, and reviewed
separately by management;
· Decisions to continue, relinquish, farm‑out, or develop an
exploration licence are made on a licence‑by‑licence (or
project‑by‑project) basis;
· Exploration results, risks and potential outcomes are specific to
each licence area and are not interdependent.
Accordingly, CGUs are defined at a level no larger than an individual
exploration project, and in all cases do not exceed a reporting segment in
accordance with IFRS 6.
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 it would make a full impairment provision against the
recoverability of the Company investment in and loans to Northern X
Scandinavia AB in relation to the Airijoki Project . Accordingly an impairment
provision of £1,270,080 (2024: £1,081,753) against the carrying value of the
Company's investment in subsidiaries and £1,116,961 (2024: £794,287) 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
£Nil (2024: £2,371,574) fairly reflects the position at the date of approval
of these accounts.
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 has impaired all the 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 in light of the impairment
provision in 2025 against the Airijoki vanadium licences in Sweden all the
projects acquired from Pursuit have been fully impaired.
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.
No provision has been made in these financial statements for the further
commitments in relation to the Swedish Nickel Projects referred to above as
the Group decided in 2024 not to continue with and has fully impaired its
investment in the Swedish Nickel Projects.
Having assessed the current funding market for the Group's Airijoki vanadium
energy storage project in Sweden the Board have decided to make a full
impairment provision against this project notwithstanding the prospectivity of
the Airijoki Project were it fully funded. This is so that the Company can
focus instead on the Bonya rare earths project acquired post the year end and
the Blue Fox project acquired during the period.
Blue Fox option and joint venture
The Company announced on 10 June 2025 it had entered into an option and joint
venture agreement with Cooperlemon Consultancy Limited ("CCL") for the
exploration and if appropriate development of licence number 34412-HQ-LEL
located in the Northwestern region of Zambia ("Blue Fox Project") and on 29
September 2025 exercised its option in relation to the Blue Fox Project.
Expenditure Commitment: Having exercised its option in relation to the Blue
Fox Project the Company has to spend not less than US$500,000 during the
30-month period from 29 September 2025 assessing and exploring the Licence
area. At the end of the Exploration and Evaluation Period, the parties will
assess and jointly agree the basis upon which they will form a joint venture
company to explore and develop the Licence in the ratio 70% / 30% between
Kendrick and CCL. The JV Company will be responsible for the future
financing of the project, with CCL having no obligation to fund its share of
the JV Company costs through to a decision to mine.
No provision has been made in these financial statements for the expenditure
commitment in relation to the Blue Fox project as at the year-end only 3 of
the 30 month expenditure period had elapsed and the timing and quantum of
expenditure will depend on the results of ongoing exploration in relation to
the Blue Fox Project. If the Company does not meet its expenditure
commitment in relation to the Blue Fox project this will affect the Company's
rights in relation to the Blue Fox project.
Convertible loan notes (CLNs)
Convertible instruments can be complex, containing a number of features which
can have a significant impact on the accounting under IFRS 9 Financial
Instruments and IAS 32 Presentation of Financial Instruments. Each component
of a convertible instrument (principal/ interest and conversion feature) are
assessed separately.
In the 2024 accounts the Company assessed the entire amount paid to the
Company under the Sanderson Capital Partners Facility detailed in note 17 and
announced on 22 April 2024 ("CLN") as a financial liability as part of the
amounts drawn down under the CLN had not been paid. Based on that, the
convertible loan notes were recorded at their issue price and were carried at
their face value.
In 2025 further amounts drawdown under the CLN were paid and post the period
end all amounts drawdown under the CLN were paid. In the 2025 accounts the
Company has reassessed the classification of the CLN and determined that the
£189,000 paid under the CLN and outstanding at the year end (note 17)
represents a compound financial instrument comprising a host liability
measured at amortised cost and an embedded derivative liability (in relation
to the conversion option) measured at fair value through the profit or loss
(FVTPL) as the conversion feature is not the conversion of a fixed amount of
stated principal into a fixed number of shares. The value of the host
liability included in current borrowings, at inception was calculated using a
market interest rate for an equivalent instrument without conversion option.
The discount rate applied was 20%.
This reclassification represents a refinement in presentation and measurement
arising from a more detailed application of IFRS 9 Financial Instruments and
IAS 32 Presentation of Financial Instruments to the contractual terms of the
CLN. There is no change to the total liability recognised.
5. OPERATING LOSS
The operating loss has been arrived at after charging:
2025 2024
£ £
Staff costs (note 7) 126,000 126,000
Impairment charge on exploration and evaluation assets (note 12) 2,149,124 2,737,711
Gain in fair value of investment (5,559) -
Reversal of previously capitalised exploration and evaluation expenditure ** 27,829 -
** During the year, the Group reassessed an accrual previously recognised in
respect of exploration and evaluation expenditure which had been capitalised
and impaired. Following receipt of additional information the accrual was
reduced by £27,829, with the corresponding credit recognised within
exploration and evaluation expenses in the income statement.
Finance Charge comprises
2025 2024
£ £
Finance cost on convertible loan (EIR) (note 17) 25,864 -
Fair values movement on derivative (note 17) (12,999) -
Other finance charges 3,992 6,351
16,857 6,351
6. AUDITORS' REMUNERATION
The remuneration of the auditors can be analysed as follows:
2025 2024
£ £
Fees payable to the company's auditor for the audit of the Company's financial 57,500 82,225
statements
57,500 82,225
7. STAFF COSTS
2025 2024
Number Number
Directors 5 5
The average monthly number of employees 5 5
Their aggregate remuneration comprised:- £ £
Fees 126,000 126,000
126,000 126,000
Included within staff costs £126,000 (2023: £126,000) relates to amounts in
respect of Directors who are the only key management personnel. The highest
paid director's emoluments was £48,000 (2024: £48,000).
8. TAXATION
No liability to corporation tax arose for the year ended 29 December 2025 and
year ended 29 December 2024, as a result of underlying losses brought forward.
Reconciliation of effective tax rate:
2025 2024
£ £
Loss before tax (2,603,425) (3,437,121)
Tax credit at the standard rate of tax in the UK (650,856) (859,280)
Tax effect of non-deductible expenses 544,238 730,086
Loss carried forward 106,618 129,194
Tax for the year - -
The standard rate of corporation tax in the UK applied during the year was 25%
(2024: 25%).
At 29 December 2025, the Company are carrying forward estimated tax losses of
£7.4m (2024: £7.3m) 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 2025 29 December 2024
Loss after tax for the purposes of earnings per share attributable to equity £2,603,425 £3,437,121
shareholders
Weighted average number of shares 286,415,275 245,674,119
Basic and diluted loss per ordinary share (0.91) p (1.40) 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 following the issue of 80,119,660 additional new Ordinary Shares of the
Company's since the year end the total issued share capital consist of
373,367,812 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 2023 60,587 60,587
Additions - -
At 29 December 2024 60,587 60,587
Additions - -
At 29 December 2025 60,587 60,587
Accumulated depreciation
At 29 December 2023 (60,587) (60,587)
Charge for the year - -
At 29 December 2024 (60,587) (60,587)
Charge for the year - -
At 29 December 2025 (60,587) (60,587)
Carrying amount
At 29 December 2025 - -
At 29 December 2024 - -
11. CURRENT ASSET INVESTMENT
Group & Company
2025 2024
£ £
Balance as at 29 December 1,798 1,798
Fair value through profit and loss 5,559 -
Balance as at 29 December 7,357 1,798
The investment represents the holding of 8,174,387
shares in Bezant Resources Plc, which were held at 29 December 2025 at their
market value on 29 December 2025 of £7,357.
12. EXPLORATION AND EVALUATION ASSETS
Exploration and Evaluation Assets - Group
Swedish Projects Finnish Projects Norwegian Projects
Total
£ £ £ £
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
Additions in year 10,304 767 11,071
Currency translation differences (34,944) - - (34,944)
Impairment Provision ** (2,176,186) - (767) (2,176,953)
Balance 29 December 2025 - - - -
* 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 2025 impairment provision is in relation to the Airijoki Project. The
provision was made having assessed the current funding market for the
Company's Airijoki vanadium energy storage project in Sweden notwithstanding
the prospectivity of the Airijoki Project were it fully funded. This is so
that the Company can focus instead on the Bonya and Blue Fox projects which
are more prospective and for which investors have shown a willingness to
support as evidenced by the Company's fundraising post the year end.
Exploration and Evaluation Assets - Company
Norwegian Projects Total
£ £
Balance 29 December 2023 637,639 637,639
Impairment Provision * (637,639) (637,639)
Balance 29 December 2024 - -
Additions - -
Impairment Provision - -
Balance 29 December 2025 - -
* 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 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 in light of the impairment
provision in 2025 against the Airijoki vanadium licences in Sweden all the
projects acquired from Pursuit have been fully impaired.
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.
No provision has been made in these financial statements for the further
commitments in relation to the Swedish Nickel Projects referred to above as
the Group decided in 2024 not to continue with and has fully impaired its
investment in the Swedish Nickel Projects.
Having assessed the current funding market for the Group's Airijoki vanadium
energy storage project in Sweden the Board have decided to make a full
impairment provision against this project notwithstanding the prospectivity of
the Airijoki Project were it fully funded. This is so that the Company can
focus instead on the Bonya rare earths project acquired post the year end and
the Blue Fox project acquired during the period.
Blue Fox option and joint venture
The Company announced on 10 June 2025 it had entered into an option and joint
venture agreement with Cooperlemon Consultancy Limited ("CCL") for the
exploration and if appropriate development of licence number 34412-HQ-LEL
located in the Northwestern region of Zambia ("Blue Fox Project") and on 29
September 2025 exercised its option in relation to the Blue Fox Project.
Expenditure Commitment: Having exercised its option in relation to the Blue
Fox Project the Company has to spend not less than US$500,000 during the
30-month period from 29 September 2025 assessing and exploring the Licence
area. At the end of the Exploration and Evaluation Period, the parties will
assess and jointly agree the basis upon which they will form a joint venture
company to explore and develop the Licence in the ratio 70% / 30% between
Kendrick and CCL. The JV Company will be responsible for the future
financing of the project, with CCL having no obligation to fund its share of
the JV Company costs through to a decision to mine.
No provision has been made in these financial statements for the expenditure
commitment in relation to the Blue Fox project as at the year-end only 3 of
the 30 month expenditure period had elapsed and the timing and quantum of
expenditure will depend on the results of ongoing exploration in relation to
the Blue Fox Project. If the Company does not meet its expenditure
commitment in relation to eh Blue Foix project this will affect the Company's
rights in relation to the Blue Fox project.
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 2023 2,351,833 1,300,573 15,291 665,290 239 4,333,226
Loans to Subsidiaries - (199,079) 4,548 82,282 26,637 (85,612)
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
- 13,525 179 767 996 15,467
Loans to Subsidiaries
Impairment Provision (1,270,080) (1,115,019) (179) (767) (996) (2,387,041)
Balance 29 December 2025 - - - - - -
* 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 2025 impairment provision is in relation to the Airijoki Project. The
provision was made having assessed the current funding market for the
Company's Airijoki vanadium energy storage project in Sweden notwithstanding
the prospectivity of the Airijoki Project were it fully funded. This is so
that the Company can focus instead on the Bonya Namibian rare earth's project
acquired post year end and the Blue Fox Zambian copper project acquired during
the period which are more prospective and for which investors have shown a
willingness to support as evidenced by the Company's fundraising post the year
end.
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 it should make a full impairment provision
against the recoverability of the Company investment in and loans to Northern
X Scandinava AB in relation to the Airijoki Project.
An impairment provision of £1,270,080 (2024: £1,081,753) against the
carrying value of the Company's investment in subsidiaries and £1,116,961
(2024: £794,287) 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 £Nil (2024: £2,371,574) fairly reflects the
position at the year end.
Principal Subsidiaries (in 2024 and 2025 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
2025 2024 2025 2024
£ £ £ £
VAT receivable 8,074 9,099 8,074 8,624
Prepayments 20,505 26,190 20,505 26,190
Other receivables 13,625 12,751 2,000 2,000
42,204 48,040 30,579 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
2025 2024 2025 2024
£ £ £ £
Trade and other payables 679,257 444,932 679,257 444,932
Fees owed to directors 244,819 217,510 244,819 217,510
Accruals 88,205 140,759 88,205 140,759
Loans and other payables 676 18,177 557 18,056
1,012,957 821,378 1,012,838 821,257
17 BORROWINGS
2025 2024
Host liability and other loans £ £
Convertible Loan Facility brought forward 125,000 -
Reclassification to host liability (20,834)
Open host liability at amortised cost 104,166
Convertible Loan Facility 125,000
Further drawdowns during year 53,333
Finance cost recognised (EIR) 25,864
Closing host liability at year end 183,363
Other loans:
Director's Loan -Colin Bird 35,000
Other Loan ** 21,300
125,000
239,663
** Includes £17,500 transferred from Trade and Other Payables at 29 December
2024
2025 2024
Embedded derivative liability (FVTPL) £ £
Convertible Loan Facility brought forward 125,000 -
Reclassification to host liability (104,166)
Opening derivative liability 20,834
Further drawdowns during year 10,667
Fair value movement on derivative (12,999)
18,502 Nil
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"). The Facility was originally
convertible at 0.75 pence per ordinary share ("Share") but in light of the
fundraising on 28 February 2025 at 0.25 pence per Share is now convertible at
0.25 pence per Share. The Company was able to draw down under the Facility
in four loan tranches of £125,000 each and the Company has made three Loan
Tranche drawdowns of £125,000 each under the Facility and is not permitted to
make any additional drawdowns. To date £189,000 has been paid by the Lender
under the Facility of which £125,000 is due to be repaid to the Lender. The
Facility was created as a standby facility and the Company is re-negotiating
the terms of the Facility with the Lender who is a long term shareholder in
the Company.
In the 2024 accounts the Company assessed the entire amount paid under the
Facility as a financial liability as part of the amounts drawn down under the
Facility had not been paid. Based on this, the amounts paid under the
Facility were recorded at their issue price and were carried at their face
value of £125,000..
In 2025 a further £64,000 was paid under the Facility were paid and post the
period end the balance of £186,000 drawdown under the Facility were paid.
In the 2025 accounts the Company has reassessed the classification of the
Facility and determined that the £189,000 paid under the Facility and
outstanding at the year end represents a compound financial instrument
comprising a host liability measured at amortised cost and an embedded
derivative liability (in relation to the conversion option) measured at fair
value through the profit or loss (FVTPL) as the conversion
feature is not the conversion of a fixed amount of stated principal into a
fixed number of shares. The value of the host liability included in
current borrowings, at inception was calculated using a market interest rate
for an equivalent instrument without conversion option. The discount rate
applied was 20%.
This reclassification represents a refinement in presentation and measurement
arising from a more detailed application of IFRS 9 Financial Instruments and
IAS 32 Presentation of Financial Instruments to the contractual terms of the
CLN. There is no change to the total liability recognised. The terms of the
Facility are summarised below:
Working Capital Facility Agreement
The Facility is for £500,000 in total, is unsecured, interest free and the
Company was able to be drawn down in four loan tranches of £125,000 each and
the Company has made three Loan Tranche drawdowns of £125,000 each under the
Facility and is not permitted to make any additional drawdowns. To date
£189,000 has been paid by the Lender under the Facility of which £125,000 is
due to be repaid to the Lender. The Facility was created as a standby facility
and the Company is re-negotiating the terms of the Facility with the Lender
who is a long term shareholder in the Company.
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"). As per note 23 post the period end the Maturity Date was
extended to 30 June 2027. 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 conversion price. The original conversion price was 0.75 pence
("Original Conversion Price") which under the conversion adjustment mechanism
described below has been reduced to 0.25 pence being the fundraising price
announced by the Company on 25 February 2025 and is now 0.025 pence per Share
("February 25 Fundraising") ("New Conversion Price").
Conversion of Loan by the Company
The Company may at any time during the Loan Period elect to convert all or
part of a Loan if the Share price exceeds a target conversion price for a
period of five or more business days. The original target conversion price was
1.0 pence per share ("Original Target Conversion Price") which under the
conversion adjustment mechanism described below has been reduced to 0.333
pence following the February 2025 Fundraising ("New Target Conversion Price").
Conversion Adjustment Mechanism
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 is due to 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 the Facility was
announced) 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 or accounted for in these Financial Statements..
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. The Drawdown Fee Shares have not yet been issued or
accounted for in these Financial Statements..
Option to Extend Facility
If the Company had drawn down in full or in part against all four loan
tranches then it had the option to elect to be able to drawdown up to an
additional GBP250,000 ("Optional Loan Tranche"). As the Company only made
drawdowns against three of the loan tranches it does not have this option.
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 the four loan tranches; and
2 pence per share for the drawdown of the Optional Loan Tranche;
If there were no drawdowns under two or more of the loan tranches then, the
Company would have had to 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 ("No Draw Down Warrants"). The Company
does not have to issue the No Draw Down Warrants as it made drawdowns under
three of the loan tranches.
18. SHARE CAPITAL AND SHARE PREMIUM
2025 2024
Issued and fully paid Number £ Number £
equity share capital
Ordinary shares of £0.0003 each 293,248,152 87,974 250,248,152 75,074
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
23,014,360 23,001,460
Group & Company Number of Ordinary shares Share Share Premium
capital
£ £
As at 1 January 2024 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
Shares issued from share subscriptions 43,000,000 12,900 94,600
Share issue costs - - (3,875)
As at 29 December 2025 293,248,152 87,974 31,979,944
On 25 February 2025 the Company issued 43,000,000 new ordinary shares of
£0.0003p at 0.25p raising £107,500.
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 2025 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
At 1 January 2025
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
Expired during period
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
Issued in period
Broker Warrants 1,550,000 0.25 28 Feb 2028
At 29 December 2025 5,716,677
A warrant reserve was not created in relation to the 101,875,942 warrants
expiring 6 May 2025 as they were all issued in relation to raising funds for
the Company's Listing in May 2022.
During 2024 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%
On 28 February 2025 the Company issued 1,550,000 Broker Warrants exercisable
at 0.25 pence for three years in relation to the fundraising announced on 25
February 2025
The fair value of the drawdown warrants of £1,894 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
0.265p
Strike
price
0.250p
Volatility
62%
Expected
life
1,095 days (3 years)
Risk free
rate
3.968%
Share Based Payment Reserve
£
Brought forward 1(st) January 2025 ** 100,258
Additions during year -
Deductions during year
100,258
** Includes £59,758 in relation to 22,550,000 share options issued 2 February
2023 to directors and consultants and £40,500 in relation to 15,000,000
options issued to EMX on 7 August 2023 in relation to the acquisition of EV
Metals AB
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
2025 2024
£ £
Financial assets
Current asset investment 7,357 1,798
Cash and cash equivalents 6,525 17,551
Trade and other receivables 21,700 21,290
35,582 40,639
Financial liabilities classified as held at amortised cost
Trade and other payables 679,257 444,932
679,257 444,932
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
2025 2024 2025 2024
£ £ £ £
US Dollars 44,551 47,958 53 198
Swedish Krona 41,465 57,190 43 15
Euros 4,317 4,588 - -
Norwegian Krona 18,773 16,223 - -
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
Group banks with counterparties which are financial institutions with high
credit ratings assigned by international credit-rating agencies with the
Group's principal banker being HSBC UK which currently has a A+ rating with
S&P Global Ratings
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 2025, the Group held cash and cash
equivalents of £6,525 (2024: £17,551) 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
2025 On In 1 and 6 6 and 12 1 and 3
Total demand 1 month months months years
£ £ £ £ £ £
Trade and other payables 1,012,957 - 128,041 884,916 - -
Convertible Loan - host liability 189,000 - - 189,000 - -
Other loans 56,300 - - 56,300 - -
Derivative Liability - conversion option *- host liability 18,502 - - 18,502 - -
**The embedded derivative liability does not give rise to fixed contractual
cash flows. The amount disclosed represents the carrying value at the balance
sheet date.
Group
2024 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
821,378 - 133,660 687,718 - -
Borrowings 125,000 - - 125,000 - -
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 2025 29 December 2024
Director Number of Ordinary Shares Percentage of issued ordinary share capital Number of Ordinary Shares Percentage of issued ordinary share capital
Colin Bird* 55,819,227 19.03% 47,819,227 19.11%
Kjeld Thygesen 2,142,857 0.73% 2,142,857 0.86%
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 months' 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
£48,850 (2024 - £27,250) and incurred expenses of £18,000 (2024 - £18,000)
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 £56,708 (2024 - £38,708) 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 £72,500 (2024 - £42,500) 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 £72,000 (2024 - £54,000) 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 Alex Borelli £41,824 (2024 - £28,333) 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 £42,000
(2024 - £24,000) in respect of director fees in relation to Evan Kirby.
(f) Pursuant to an agreement dated 31 January 2023, Martyn Churchouse was
appointed as an executive Director. The appointment continues unless
terminated by either party giving to the other three months' notice in
writing. Martyn Churchouse 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. Martyn
Churchouse is not entitled to any pension, medical or similar employee
benefits. At the year end the Group owed Martyn Churchouse £42,111 (2024 -
£24,111) in respect of director fees in relation to Martyn Churchouse.
(g) Pursuant to a consultancy agreement dated 31 January 2023, the Company
has, appointed Martyn Churchouse 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 "Martyn Churchouse
Services"). The appointment continues unless terminated by either party giving
to the other three months' notice in writing. Martyn Churchouse is entitled to
fees of £500 per month for being a consultant to the Company plus reasonable
and properly documents expenses incurred during the performance of the Martyn
Churchouse Services. At the year end the Group owed Martyn Churchouse £12,000
(2024 - £6,000) in respect of consultancy fees.
Loans to Subsidiaries
2025 2024
£ £
Loans to Northern X Scandinavia AB - 1,101,493
Loans to Northern X Finland OY - -
Loans to Caledonian Minerals AS - -
Loans to EV Metals AB - -
- 1,101,493
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.
During the period Colin Bird lent £35,000 to the company on an interest free
basis which was outstanding at the year end (2024: £Nil). Post the period
end this loan was repaid by set off against the subscription monies due by
Colin Bird to the Company in relation to the fundraising announced by the
Company on 23 March 2026 (note 23).
22. NET DEBT
Group Company Group Company
2025 2025 2024 2024
£ £ £ £
Cash and cash equivalents 6,525 6,521 17,551 15,204
Borrowings (189,000) (189,000) (125,000) (125,000)
Net (debt) / funds at year end (182,475) (182,479) (107,449) (109,796)
Net funds brought /forward (107,449) (109,796) 199,992 39,953
Cash flow movements (75,026) (72,683) (307,441) (149,749)
Net (debt) / funds as at year end (182,475) (182,479) (107,449) (109,796)
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 22 January 2026 the Company entered into a binding and
exclusive Option Agreement valid until 19 May 2026 to acquire not less than
70% interest on terms to be agreed with Bonya Exploration Pty Namibia
("Bonya") to evaluate EPL4458 and EPL 6691 licenses for the prospectivity of
developing a Rare Earth mining project in Namibia.
Following work carried out on assaying and further trenching and
identification of possible drilling targets and carrying out all the necessary
legal, financial and regulatory checks it was further announced on 23 February
that the Company had decided to exercise the option and entered into a
definitive agreement with Bonya Exploration Pty Namibia ("Bonya") which owns
Namibia exploration licences EPL4458 and EPL 6691 (the "Licences") and Bonya's
shareholder (the "Agreement") under which Kendrick will hold a 70% interest in
the Licences which have prospectivity for the development of a Rare Earth
mining project (the "Project").
The consideration payable is i) USD300,000 cash consideration and ii) the
issue of 22,000,000 ordinary shares in Kendrick (the "Consideration Shares).
Further consideration of USD500,000 and a further 3,000,000 Consideration
Shares will be payable when the Licences have been granted an extension of at
least 18 months.
On 10 February 2026 the Company secured a £337,000 unsecured convertible loan
facility (the "Convertible Loan Facility") provided by high net worth
individuals, including £37,000 from Colin Bird the Company's Chairman
(together, the "Lenders") which is convertible at 0.66804 pence per share (the
"Convertible Conversion Price") and repayable by 31 January 2027 (the
"Convertible Repayment Date").
In addition the long term shareholder Sanderson Capital Partners Ltd
("Sanderson") agreed to extend the maturity date for the £375,000 drawdown
under the unsecured convertible loan funding facility announced on 22 April
2024 (the "Sanderson Facility") to 30 June 2027; and to advance a further
£250,000 under the Facility (the "Additional Loan Tranche") which is
convertible at the Convertible Conversion Price and repayable at the
Convertible Repayment Date.
The Convertible Loan Facility is unsecured and is convertible at the option of
the Lenders or the Company and is interest free. The Convertible Loan Facility
is convertible, at the Convertible Conversion price save that if prior to
repayment there is a 'Qualifying Financing', being any issue of new shares for
cash at less than the Convertible Conversion Price the loan will convert at
the price and on the same terms as the relevant 'Qualifying Financing'. The
agreement includes customary terms and conditions for a facility of this
nature.
The terms of the £375,000 drawn down under the pre-existing Sanderson
Facility remain the same save that the maturity date has been extended to 30
June 2027. The Additional Loan Tranche terms are as follows:
Repayment
Unless otherwise converted, the Company must repay the Additional Loan Tranche
on 31 January 2027 (the "Repayment Date"). The Company may prepay the whole or
part of the Facility on any day prior to the Repayment Date 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 Repayment Date. Sanderson 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 new ordinary shares ("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
Sanderson may at any time prior to the Repayment Date elect to convert all or
part of any drawn down amount into such number of Shares equal to the amount
of the Additional Loan Tranche that is to be repaid at the date of the
election, divided by the Convertible Conversion price, If prior to repayment
of the Additional Loan Tranche there is a 'Qualifying Financing', being any
issue of Shares for cash at less than the Convertible Conversion Price, then
the Additional Loan Tranche's conversion price will be at the price and on the
same terms as the relevant 'Qualifying Financing'
Conversion of Loan by the Company
The Company may at any time prior to the Repayment Date elect to convert all
or part of Additional Loan Tranche if the Share price exceeds 1.336 pence
("Target Conversion Price") for a period of five or more business days.
Interest and Fees
The Additional Loan Tranche is interest free. Sanderson shall be paid an
arrangement fee of 10% of the amount of the Additional Loan Tranche to be
settled by the issue of 2,663,843 Shares ("Facility Fee Shares") credited as
fully paid by at an issue price of 0.93849p per Share (being the Five Day VWAP
on the date of this announcement) with the Facility Fee Shares to be issued on
or before 31 December 2026 or such other date agreed by the parties.
Sanderson shall be paid a further fee of 2% of the amount of the Additional
Loan Tranche which is to be settled by the issue of 532,769 new Shares
credited as fully paid by at an issue price of 0.93849p per Share (being the
Five Day VWAP on the date of this announcement) ("Drawdown Fee Shares") with
the Drawdown Fee Shares to be issued on or before 31 December 2026 or such
other date agreed by the parties.
Warrants
Sanderson shall be issued warrants over Shares ("Warrants") exercisable at any
time up until 10 February 2029, with a face value equal to £125,000 and an
exercise price of 1.336 pence per share for the drawdown of the Additional
Loan Tranche.
On 25 February 2026 the Company announced the issue of new 17,531,200 ordinary
shares of GBP0.0003 each ("Conversion Shares") to settle £350,624 of accrued
fees ("the "Accrued Fees") that would otherwise be payable by the Company. The
Conversion Shares will rank pari passu with the existing ordinary shares in
the Company. Of the £350,624 of accrued fees owed £289,374 were due to
Directors and Lion Mining Finance Ltd a company controlled by Chairman Colin
Bird.
It was announced on 23 March 2026 the Company raised £1,000,000 before
expenses (the "Fundraising") at 2.6 pence per Ordinary Share (the "Fundraising
Price") through the issue of 38,461,537 new Ordinary Shares of £0.0003 each
(the "Fundraising Shares") The Fundraising comprised a placing of 9,615,385
Fundraising Shares raising £250,000 via Shard Capital Partners PLC ("Shard")
(the "Placing"), and Company arranged share subscriptions for 28,846,152
Fundraising Shares raising £750,000 (the "Share Subscriptions"). Colin Bird,
the Company's Executive Chairman subscribed £65,000 for 2,500,000 Fundraising
Shares which represented in aggregate 6.5% per cent. of the gross Fundraising
proceeds. and Heather Churchouse a person closely associated with Martyn
Churchouse a Director of the Company has subscribed £20,000 for 769,231
Fundraising Shares which represent in aggregate 2% per cent. of the gross
Fundraising proceeds.
The Company also issued a warrant to Shard to subscribe for 576,923 new
Ordinary Shares exercisable at the Fundraising Price for a period of two years
from Admission ("Broker Warrants") on 7 April 2026. The Company also agreed
to issue 576,923 shares at the Fundraising Price to settle £15,000 of
accrued fees due to a consultant.
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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