REG - Kendrick Resources - Interim Results for Six Months Ended 30 June 2025
29/09/2025 16:15
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RNS Number : 2673B Kendrick Resources PLC 29 September 2025
29 September 2025
Kendrick Resources Plc
("Kendrick Resources" or the "Company")
Interim Results for the Six Months Ended 30 June 2025
Kendrick Resources Plc the mineral exploration and development company
announces its unaudited interim results for the six months ended 30 June 2025.
Chairman's Statement
Dear Shareholder,
Kendrick Resources had in 2024 and through into 2025 a difficult period based
on the poor fundamentals for nickel with the supply/demand position put out of
equilibrium by activities in Southeast Asia.
The vanadium project continues to be of high interest, and the Directors are
convinced that Airijoki has the potential to add 50% more ore to its
inventory. The processing fundamentals are good and the final product is
above international average. Notwithstanding this, the fundamentals for
vanadium have not emerged as strongly as the industry had expected and the use
of vanadium in energy storage has not advanced as fast as energy generation.
It is the Board's intention to maintain the vanadium property in Sweden,
Airijoki, whilst not continuing with the nickel projects within Norway and
Sweden. The Board has taken the decision to acquire projects in the copper
and gold arena in Southern Africa and during the period acquired an option
over the Bluefox exploration project in Northwest Zambia, close to the Angolan
border. The Company is currently investigating a number of ventures to
enhance its southern Africa portfolio in commodities which have a real future;
brownfields or production in jurisdictions which are supportive of mining.
We will keep shareholders advised on our progress with this mission.
Colin Bird
Executive Chairman
29 September 2025
OPERATIONAL, FINANCIAL CORPORATE and STRATEGY REVIEWS
Operational and Strategy Review
The Company's strategy is to enhance the value of its mineral resource
projects through exploration and technical studies conducted by the Company or
through joint venture or other arrangements with a view to establishing the
projects can be economically mined for profit. The Group has been seeking to
do this by building an energy metals production business focused on nickel,
vanadium and copper mineral resources projects in Scandinavia. During the
period, having assessed the current funding market for nickel exploration and
development companies and the operational and maintenance costs of its
projects and their relative prospectivity, the Board decided to focus on its
Airijoki vanadium energy storage project in Sweden notwithstanding the
prospectivity of its other projects were they fully funded and accordingly in
its 2024 accounts made a full provision against all its exploration projects
other than the Airijoki vanadium project in Sweden.
Given the Board's extensive resource project experience in Southern Africa and
the relative cost of developing projects in Southern Africa compared to
Scandinavia the Board has decided that it is in the best interest of
shareholders to seek new resource project opportunities in areas where the
Board has expertise in, including Southern Africa, which is what it has been
focusing on doing during the period and will update shareholders when an
appropriate projects(s) are identified and in the meantime the Group will seek
to minimise costs.
Summary of Retained Airijoki Project:
The Airijoki vanadium copper project in Sweden comprises seven contiguous
exploration permits covering 39.41 km2 and is supported by an Inferred
Mineral Resource comprising 44.3 Mt at an in-situ grade of 0.4% V2O5,
containing 5.9 Mt of magnetite averaging 1.7% V2O5 (in magnetite concentrate)
for 100,800 t of contained V2O5 based on a 13.3% mass recovery of magnetite
concentrate and a 0.7% V2O5 cut-off grade, on a 100% equity basis (and net
attributable basis).
The main field exploration focus since the acquisition of the Airijoki project
was a 1,394 metre exploration drill program at the Airijoki vanadium copper
project in Sweden conducted late in 2023 the results of which were announced
on 8 February 2024.
The highlights of the drill results were:
· Results have been received for whole rock and vanadium magnetite
concentrates produced from eight holes drilled north of the existing Airijoki
vanadium JORC Mineral Resource containing 44.3 Mt @ 0.4% V2O5, in-situ,
containing 5.9 Mt of magnetite averaging 1.7% V2O5.
· Seven out of eight holes drilled intersected Vanadium mineralisation.
· Notable intercepts included:
o 0.52% V2O5 - whole rock (1.77% V2O5 - magnetite concentrate) over 28.80m
from 77.55m in hole AIR23-003, incl.
§ 0.72% V2O5 - whole rock (2.15% V2O5 - magnetite concentrate) over 12.00m
from 89.50m
o 0.43% V2O5 - whole rock (1.44% V2O5 - magnetite concentrate) over 19.15m
from 75.85m in hole AIR23-008
o 0.32% V2O5 - whole rock (1.42% V2O5 - magnetite concentrate) over 28.65m
from 174.50m in AIR23-002
§ incl. 0.40% V2O5 - whole rock (1.75% V2O5 -magnetite concentrate) over 12
m from 186.5m
The combination of a JORC Mineral Resource, positive assay results and access
to a further five contiguous exploration licences expected to generate
additional vanadium (and copper) targets for follow up and possible future
expansion of the current vanadium resource, support the prospectivity of the
Airijoki Project.
The emphasis at Airijoki has been to switch from further drilling to expanding
the Mineral Resource, to focusing on the development and implementation of an
appropriate strategy to build a sustainable vanadium business, this does not
preclude future ongoing exploration. But in the meantime we will be looking to
build strategic alliances with both iron ore and vanadium miners and
processors, together with an alignment with end users of vanadium, principally
in the Vanadium Redox battery sphere. Operating to the highest possible
standards, the Company aims to become a significant contributor to the supply
of vanadium in the Scandinavian battery arena.
Financial Review
Financial highlights:
· £128K loss after tax (2024: £239K)
· Approximately £9k cash at bank at the period end (Dec 2024: £18k).
· The basic and diluted losses per share are summarised in the table
below
Loss per share (pence) 2025 2024
Basic & Diluted Note 3 (0.05)p (0.10)p
· The net asset value as at 30 June 2025 were £1.16m (31 December 2024
£1.32m)
Fundraisings and issues of shares during the period
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") 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.
The Company did not issue any share options or warrants during the period.
Corporate Review
Company Board: The Board of the Company comprises Colin Bird: Executive
Chairman, Martyn Churchouse: Managing Director, and Non- executive directors
Kjeld Thygesen, Evan Kirby and Alex Borrelli.
Admission: The Company was admitted to the Official List and to trading on the
London Stock Exchange's Main Market for listed securities on 6 May 2022.
Following the introduction of the UK Listing Rules ("UKLR") in July 2024, the
Company is admitted to Equity Shares (transition) category of the Official
List under Chapter 22 of the UKLR.
Corporate Acquisitions
During the period on 10 June 2025 the Company announced it had entered into an
option and joint venture agreement in relation to the acquisition of the Blue
Fox Licence, 34412-HQ-LEL located in northwest Zambia ("Licence") (the
"Agreement"). The Company post the period end has exercised its option under
the Agreement.
Highlights
· The Licence which was previously held by Anglo American Corporation
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.
There were no corporate acquisitions during the period
Outlook
There is current volatility as markets seek to understand and anticipate the
effects of a second Trump administration, a new era of higher tariffs, and the
ongoing conflicts in Ukraine and the Middle East. At a macro level there is a
supply shortage for copper and critical metals and gold is around all-time
highs. Funding markets for exploration companies were depressed in 2024 and
this continued into 2025 but are showing some signs of improving for the right
projects. The objective of the Board is to work to enhance the value of the
Group's Airijoki vanadium project in Sweden and to seek resource project
opportunities in Southern Africa that can be cost effectively advanced. The
Company is currently investigating a number of ventures to enhance its
southern Africa portfolio in commodities which have a real future, brownfields
or production in jurisdictions which are supportive of mining
Post Period Events
The Company has exercised its option under the option and joint venture
agreement with Cooperlemon Consultancy Limited for the exploration and if
appropriate development of licence number 34412-HQ-LEL located in the
Northwestern region of Zambia.
INTERIM MANAGEMENT REPORT
The Directors are required to provide an Interim Management Report in
accordance with the Financial Conduct Authorities ("FCA") Disclosure Guidance
and Transparency Rules ("DTR"). The Directors consider the preceding
Operational, Financial, Corporate and Strategy Review of this Half Yearly
Financial Report provides details of the important events which have occurred
during the period and their impact on the financial statements as well as the
outlook for the Company for the remaining six months of the year ended 29
December 2025.
The following statement of the Principal Risks and Uncertainties, the Related
Party Transactions, the Statement of Directors' Responsibilities and the
Operational, Financial, Corporate and Strategy Review constitute the Interim
Management Report of the Company for the six months ended 30 June 2025.
Principal Risks and Uncertainties
The principal risks and uncertainties for the remaining six months of the
financial year remain the same as those contained within the annual report and
accounts as at 29 December 2024.
The principal risks and uncertainties facing the group are as follows:
· There are significant risks associated with any exploration project
and the ability of the Company to explore, develop and generate operational
cashflows from its projects requiring the Company to rely on fundraisings to
fund its operational costs
· There is significant competition for high quality mineral exploration
projects, and demand continues to grow across the sector. As a result, there
is no certainty that the company will be able to identify, secure or acquire
suitable new projects on acceptable terms.
· No assurances can be given that minerals will be discovered in
economically viable quantities at the Company's projects
· Adverse foreign exchange fluctuations
· Volatility in financial markets and commodity markets
The Board has also reviewed emerging risks which may impact the forthcoming
six-month period. The ongoing impact of the Ukraine war and related sanctions
and escalation of conflicts in the Levant area of the Middle East may affect
the macro-economic situation but not have a direct impact on the Company as it
does not have assets in or do have business activities or suppliers in either
Ukraine, Russia or the Levant areas of the Middle East. As a result of the
Ukraine war Finland joined NATO in 2023 and Sweden have announced their
intention to join NATO.
Related Party Transactions during the period
1. Directors' Letter of Appointment and Service Agreement remain as
disclosed in the Prospectus and reported within the annual report and
accounts as at 29 December 2024
2. As disclosed in the Prospectus and reported within the annual report and
accounts as at 29 December 2024 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). Pursuant to this agreement, the
Company has been granted a licence to use the premises at 7-8 Kendrick Mews,
London, SW7 for a period of 12 months with effect from 1 December 2021 for a
licence fee of £1,000 per month. In addition, Lion Mining Finance Limited
provides basic administrative and support services as required by the Company
from time to time.
3. Details of the Colin Bird Subscription and Colin Bird Loan have been
provided earlier in this report.
Related Party transactions described in the annual report to 29 December 2024
Other than disclosed above and the inter group loans made by the company to
its subsidiaries to finance their ongoing activities there have been no
changes in the related party transactions described in the annual report for
the year ended 29 December 2024 that could have a material effect on the
financial position or performance of the Company in the first six months of
the current financial year
Responsibility Statement
The Directors, whose names and functions are set out in this report under the
heading Company Board, are responsible for preparing the Unaudited Interim
Condensed Consolidated Financial Statements in accordance with the Disclosure
Guidance and Transparency Rules of the United Kingdom's Financial Conduct
Authority ('DTR') and with International Accounting Standard 34 on Interim
Financial reporting (IAS34). The Directors confirm that, to the best of
their knowledge, this Unaudited Interim Condensed Consolidated Report, which
has been prepared in accordance with IAS34, gives a true and fair view of the
assets, liabilities, financial position and profit or loss of the Group and
the interim management report includes a fair review of the information
required by DTR 4.2.7 R and by DTR 4.2.8 R, namely:
· an indication of key events occurred during the period and their
impact on the Unaudited Interim Condensed Consolidated Financial Statements
and a description of the principal risks and uncertainties for the second half
of the financial year; and
· material related party transactions that have taken place during
the period and that have materially affected the financial position or the
performance of the business during that period."
For and on behalf of the Board of Directors
Colin Bird
Executive Chairman
29 September 2025
Kendrick Resources Plc: Tel: +44 2039 616 086
Chairman Colin Bird
Novum Securities Limited Tel: +44 7399 9400
Financial Adviser David Coffman / Anastassiya Eley
Joint Broker Jon Bellis
Shard Capital Partners LLP Tel: +44 207 186 9952
Joint Broker Damon Heath / Isabella Pierre
or visit https:// (https://www.kendrickresources.com/)
www.kendrickresources.com (https://www.kendrickresources.com/) /
(https://www.kendrickresources.com/)
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR").
29 September 2025
Group Statement of Profit and Loss
For the six months ended 30 June 2025
Notes Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
£ £
Income
Unrealised gain on investments 1,144 -
Total Income 1,144 -
Operating expenses (127,762) (238,676)
Impairment charge on exploration and (996) -
evaluation assets
(127,614) (238,676)
Group operating loss
Interest costs (657) (191)
Loss before taxation (128,271) (238,867)
- -
Taxation
Loss for the period (128,271) (238,867)
Basic and diluted loss per share (pence) 3 (0.05)p (0.10)p
Group Statement of Other Comprehensive Income
For the six months ended 30 June 2025
Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
£ £
Other comprehensive income:
Loss for the period (128,271) (238,867)
Items that may be reclassified to profit or loss:
Foreign currency reserve movement (137,225) (40,445)
(265,496) (279,312)
Total comprehensive loss for the period
GROUP STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2025
Share capital Share Premium Share based Merger reserve Translation Reserve Accumulated losses Total equity
Payment reserve
£ £ £ £ £ £ £
Unaudited - six months ended 30 June 2025
Balance at 29 December 2024 23,001,460 31,889,219 100,258 1,824,000 106,882 (55,601,024) 1,320,795
Current period loss - - - - (128,271) (128,271)
Translation reserve - - - - (137,225) - (137,225)
Total comprehensive loss for the period - - - - (137,225) (128,271) (265,496)
Net proceeds from shares issued 12,900 90,725 - - 103,625
Balance at 30 June 2025 23,014,360 31.979,944 100,258 1,824,000 (30,343) (55,729,295) 1,158,924
Unaudited - six months ended 30 June 2024
Balance at 29 December 2023 22,999,551 31,845,128 100,258 1,824,000 (27,035) (52,163,903) 4,577,999
Current period loss - - - - (238,867) (238,867)
Translation reserve - - - - (40,445) - (40,445)
Total comprehensive loss for the period - - - (40,445) (238,867) (279,312)
Balance at 30 June 2024 22,999,551 31.845,128 - 1,824,000 (67,480) (52,402,770) 4,298,687
GROUP BALANCE SHEET
As at 30 June 2025
Unaudited Audited
30 29
June December
2025 2024
Notes £ £
ASSETS
Non-current assets
Property, plant and equipment - -
Exploration and evaluation assets 6 2,189,072 2,200,826
Total non-current assets 2,189,072 2,200,826
Current assets
Current asset investment 4 2,942 1,798
Trade and other receivables 46,054 46,998
Cash and cash equivalents 8,578 17,551
Total current assets 57,574 66,347
TOTAL ASSETS 2,246,646 2,267,173
LIABILITIES
Current liabilities
Trade and other payables 866,422 821,378
Borrowings 8 221,300 125,000
Total liabilities 1,087,722 946,378
1,158,924 1,320,795
NET ASSETS/(LIABILITIES)
EQUITY
Share capital 9 23,014,360 23,001,460
Share Premium 31,979,944 31,889,219
Share based payment reserve 100,258 100,258
Merger reserve 1,824,000 1,824,000
Translation reserve (30,343) 106,882
Retained earnings (55,729,295) (55,601,024)
Total equity 1,158,924 1,320,795
Group Statement of Cash Flows
For the six months ended 30 June 2025
Unaudited Unaudited
Six months Six months
ended ended
30 June 30 June
2025 2024
Notes £ £
Cash flows from operating activities
Loss before tax (128,271) (238,867)
Adjustments for:
Depreciation of property, plant and equipment - -
Impairment charge - Exploration and evaluation assets 996 -
Unrealised gain on investments (1,144) -
Decrease in receivables 944 (16,048)
Increase in payables 45,044 202,609
Net cash inflow from operating activities (82,431) (52,306)
Cash flows from/(used) in investing activities
Purchase of Exploration and Evaluation assets (10,437) (81,369)
(10,437) (81,369)
Cash flows from financing activities
Proceeds from Issue of shares, net of issue costs 103,625 -
Proceeds from borrowings 96,300 100,000
Shares issued to acquire options - -
199,925 100,000
Increase/(Decrease) in cash 107,057 (33,675)
Effect of foreign exchange rate changes (116,030) (40,445)
Cash and cash equivalents at beginning of period 17,551 199,902
Cash and cash equivalents at end of period 8,578 125,872
Notes to the interim financial information
For the six months ended 30 June 2025
1. General information
This financial information is for Kendrick Resources Plc ("the Company") and
its subsidiary undertakings. The principal activity of the Company and its
subsidiaries (together the "Group") is the development of natural resources
exploration projects in Scandinavia. The Company is a public limited company
and was admitted to the Standard Segment of the Main Market of the London
Stock Exchange ("Admission") on 6 May 2022 and is currently listed on the
FCA's Official List (Equity Shares (transition) its principal activity is that
of mining exploration and development. The Company's focus has been on
vanadium, nickel, and copper battery metals projects in Scandinavia via its
subsidiaries. and it is currently seeking new projects in Southern Africa.
The Company is incorporated and domiciled in the United Kingdom with company
registration number 02401127. The address of the registered office is 7/8
Kendrick Mews, London SW7 3HG.
2. Basis of preparation
The unaudited interim financial information set out above, which incorporates
the financial information of the Company and its subsidiary undertakings (the
"Group"), has been prepared using the historical cost convention and in
accordance with International Financial Reporting Standards ("IFRS").
These interim results for the six months ended 30 June 2025 are unaudited and
do not constitute statutory accounts as defined in section 434 of the
Companies Act 2006. The financial statements for the year ended 29 December
2024 were audited and the auditors' report on those financial statements
contained a Disclaimer of opinion in respect of the Company's and Group's
ability to continue as a going concern.
The same accounting policies, presentation and methods of computation have
been followed in these unaudited interim financial statements as those which
were applied in the preparation of the company's annual financial statements
for the year ended 31 December 2024.
The interim consolidated financial information incorporates the financial
statements of Kendrick Resources Plc and its subsidiaries.
Going concern basis of accounting
The Group made a loss from all operations for the six months ended 30 June
2025 after tax of £128,000 (2024: £239,000), had negative cash flows from
operations and is currently not generating revenues and had net assets of
£1.16 million as at 30 June 2025 (£1.32 million at 29 December 2024). 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, after
adjustments (note 7 ) is convertible at 0.25 pence per ordinary share
("Share"). The Company has made three drawdowns of £125,000 each under the
Facility and is not permitted to make any additional drawdowns. To date
£165,000 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. The Company is also
actively looking seeking interim funding and new resource projects in Southern
Africa as a new focus for the Company going forward.
An operating loss is expected in the year subsequent to the date of these
accounts and as a result the Company will need to raise funding to provide
additional working capital to finance its ongoing activities and new project
acquisitions. Management has successfully raised money in the past, but there
is no guarantee that adequate funds will be available when needed.
The Board acknowledges the Disclaimer of opinion in the independent auditors'
report for the year ended 29 December 2024 in respect of the Company's and
Group's ability to continue as a going concern. Based on the Board's
assessment that the Company 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 continue in operational existence for the foreseeable
future. 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.
There is a material uncertainty relating to the conditions above that may cast
significant doubt on the Group's ability to continue as a going concern and
therefore the Group may be unable to realise its assets and discharge its
liabilities in the normal course of business.
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.
3. Earnings per share
Unaudited Unaudited
30 June 2025 30 June 2024
£ £
(Loss) attributable to equity holders of the Company (128,271) (239,951)
Weighted average number of shares 278,914,819 243,882,767
Weighted average number of shares, options & warrants 391,888,975 266,432,767
Basic & diluted loss per ordinary share (0.05)p (0.10)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 is
in accordance with IAS 33 as is the fact that the diluted earnings per share
should not show a more favourable position than the basic earnings per share.
There would be no dilutive impact were the options & warrants in issue at
the period end 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.
4. Investments
The company has adopted the provisions of IFRS9 and has elected to treat all
available for sale investments at fair value with changes through the profit
and loss.
Available-for-sale investments under IFRS9 are initially measured at fair
value plus incidental acquisition costs. Subsequently, they are measured at
fair value in accordance with IFRS 13. This is either the bid price or the
last traded price, depending on the convention of the exchange on which the
investment is quoted. All gains and losses are taken to profit and loss.
The Company's intention following its Listing is not to purchase any new
investments and to hold its residual portfolio as realisable investments as a
source of liquidity when required.
£
Balance as at 29 December 2024 1,798
Fair value through profit and loss 1,145
Balance as at 30 June 2025 2,942
The investment represents the holding of 8,174,387 shares in Bezant Resources
Plc, which were held at 30 June 2025 at their market value of £2,942 (£1,798
- 29 December 2024).
5. Contingent liabilities
On 6 May 2022 the Company completed the acquisition from Pursuit Minerals Ltd
("Pursuit") of;
(a) 100% of Northern X Finland Oy ("Northern X Finland"), which owned in
Finland the Koitelainen vanadium projects which hosts a defined Mineral
Resource as defined by the JORC Code (2012) and the Karhujupukka
vanadium-magnetite exploration project ("Finnish Projects"); and
(b) 100% of Northern X Scandinavia AB ("Northern X Scandinavia") which owned
in Sweden the Airijoki and vanadium project (the "Airijoki Project") which
hosts a defined Mineral Resource as defined by the JORC Code (2012) and the
Kramsta, Kullberget, Simesvallen and Sumåssjön exploration projects in
Sweden (collectively known as the "Central Sweden Projects") (the Airijoki
Project and the Central Sweden Projects are collectively the "Swedish
Projects").
(Collectively the Northern X Group and the
Nordic Projects ).
As at the end of the year the Group going forward will focus on the Group's
Airijoki Project in Sweden and has impaired the other projects acquired from
Pursuit.
As part of the purchase agreement with Pursuit there is deferred contingent
consideration based on two accretive value milestones being achieved;
a) Milestone One which triggers a A$250,000 (approx. £136,000) payment
in cash, is the completion by the Group (or any successor or assignee) of a
Feasibility Study, as defined by the JORC Code (2012), on any individual
project area in the Nordic Projects, demonstrating an internal rate of return
of not less than 25%; and
b) Milestone Two which triggers a A$500,000 (approx. £272,000) payment
in cash is a decision to mine being made by the Group (or any successor or
assignee) in respect of any project area in the Nordic Projects.
No provision has been made in these financial statements for the deferred
contingent consideration referred to above as all the other projects acquired
from Pursuit have been fully impaired and the Airijoki Project is in the
exploration phase and therefore it is not certain that a Feasibility Study
will be completed or a decision to mine be made in the next few years, or if
at all.
Acquisition of EV Metals AB
On 4 August 2023 the Company signed a Share Sale and Purchase Agreement with
EMX Royalty Corporation (EMX) to acquire 100% of EV Metals AB, a Swedish
company that owns the Njuggtraskliden and Mjovattnet exploration licences (the
"Swedish Nickel Projects") hosting drill-defined magmatic
nickel-copper-cobalt-platinum group metal mineralisation along the Swedish
"Nickel Line". The consideration paid to acquire EV Metals AB was SEK110,780
(approx. £8,200) and the issue of 15 Million 5 year options to EMX to acquire
ordinary shares in the Company at 1.3 pence per Kendrick Share.
Further commitments in relation to the Swedish Nickel Projects:
From 13 January 2024 onwards, the Company has to pay an annual advanced
royalty of US$30,000 per project to EMX which increases by US$5,000 annually
per Project, ceasing upon the Commencement of Commercial Production ("Advance
Royalty"). The Advance Royalty for 2024 has not been paid but has been accrued
for. The Advance Royalty will not be due in relation to 2025 onwards as the
Swedish Nickel Projects are not being continued.
· On or before 13 May 2024 the Company has committed to one thousand
meter drilling for each of the Swedish Nickel Projects and thereafter
annually, ceasing for a project on the date upon which the Company commissions
a Pre-Feasibility Study on the project ("Drilling Commitment").
· Royalty Agreement: At the closing of the Swedish Nickel Projects
acquisition the Company entered into a royalty agreement under which a 3% net
smelter royalty is payable to EMX on commercial production from any of the
Swedish Nickel Projects ("Production Royalty"). A 1% interest in this royalty
may be bought back in stages for a total cash consideration of US$1,000,000 on
or before the fifth anniversary of the closing of the Acquisition.
The Group is not continuing with the Swedish Nickel Projects and no liability
has been recognised in these financial statements for the further commitments
under the Swedish Nickel Projects Acquisition above in relation to;
· the Drilling Commitment as the Group is not continuing with the
Swedish Nickel Projects; and
· Production Royalty as the Group is not continuing with the Swedish
Nickel Projects so will not bring them into commercial production.
The investment represents the holding of 8,174,387 shares in Bezant Resources
Plc, which were held at 30 June 2025 at their market value of £2,942 (£1,798
- 29 December 2024).
5.
Contingent liabilities
On 6 May 2022 the Company completed the acquisition from Pursuit Minerals Ltd
("Pursuit") of;
(a) 100% of Northern X Finland Oy ("Northern X Finland"), which owned in
Finland the Koitelainen vanadium projects which hosts a defined Mineral
Resource as defined by the JORC Code (2012) and the Karhujupukka
vanadium-magnetite exploration project ("Finnish Projects"); and
(b) 100% of Northern X Scandinavia AB ("Northern X Scandinavia") which owned
in Sweden the Airijoki and vanadium project (the "Airijoki Project") which
hosts a defined Mineral Resource as defined by the JORC Code (2012) and the
Kramsta, Kullberget, Simesvallen and Sumåssjön exploration projects in
Sweden (collectively known as the "Central Sweden Projects") (the Airijoki
Project and the Central Sweden Projects are collectively the "Swedish
Projects").
(Collectively the Northern X Group and the
Nordic Projects ).
As at the end of the year the Group going forward will focus on the Group's
Airijoki Project in Sweden and has impaired the other projects acquired from
Pursuit.
As part of the purchase agreement with Pursuit there is deferred contingent
consideration based on two accretive value milestones being achieved;
a) Milestone One which triggers a A$250,000 (approx. £136,000) payment
in cash, is the completion by the Group (or any successor or assignee) of a
Feasibility Study, as defined by the JORC Code (2012), on any individual
project area in the Nordic Projects, demonstrating an internal rate of return
of not less than 25%; and
b) Milestone Two which triggers a A$500,000 (approx. £272,000) payment
in cash is a decision to mine being made by the Group (or any successor or
assignee) in respect of any project area in the Nordic Projects.
No provision has been made in these financial statements for the deferred
contingent consideration referred to above as all the other projects acquired
from Pursuit have been fully impaired and the Airijoki Project is in the
exploration phase and therefore it is not certain that a Feasibility Study
will be completed or a decision to mine be made in the next few years, or if
at all.
Acquisition of EV Metals AB
On 4 August 2023 the Company signed a Share Sale and Purchase Agreement with
EMX Royalty Corporation (EMX) to acquire 100% of EV Metals AB, a Swedish
company that owns the Njuggtraskliden and Mjovattnet exploration licences (the
"Swedish Nickel Projects") hosting drill-defined magmatic
nickel-copper-cobalt-platinum group metal mineralisation along the Swedish
"Nickel Line". The consideration paid to acquire EV Metals AB was SEK110,780
(approx. £8,200) and the issue of 15 Million 5 year options to EMX to acquire
ordinary shares in the Company at 1.3 pence per Kendrick Share.
Further commitments in relation to the Swedish Nickel Projects:
From 13 January 2024 onwards, the Company has to pay an annual advanced
royalty of US$30,000 per project to EMX which increases by US$5,000 annually
per Project, ceasing upon the Commencement of Commercial Production ("Advance
Royalty"). The Advance Royalty for 2024 has not been paid but has been accrued
for. The Advance Royalty will not be due in relation to 2025 onwards as the
Swedish Nickel Projects are not being continued.
· On or before 13 May 2024 the Company has committed to one thousand
meter drilling for each of the Swedish Nickel Projects and thereafter
annually, ceasing for a project on the date upon which the Company commissions
a Pre-Feasibility Study on the project ("Drilling Commitment").
· Royalty Agreement: At the closing of the Swedish Nickel Projects
acquisition the Company entered into a royalty agreement under which a 3% net
smelter royalty is payable to EMX on commercial production from any of the
Swedish Nickel Projects ("Production Royalty"). A 1% interest in this royalty
may be bought back in stages for a total cash consideration of US$1,000,000 on
or before the fifth anniversary of the closing of the Acquisition.
The Group is not continuing with the Swedish Nickel Projects and no liability
has been recognised in these financial statements for the further commitments
under the Swedish Nickel Projects Acquisition above in relation to;
· the Drilling Commitment as the Group is not continuing with the
Swedish Nickel Projects; and
· Production Royalty as the Group is not continuing with the Swedish
Nickel Projects so will not bring them into commercial production.
6. Exploration and evaluation assets
.
Swedish Projects Finnish Projects Norwegian projects Total
£
£ £ £
Opening Balance 1 January 2024 2,559,421 712,206 1,485,252 4,756,879
Additions in the period 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
Swedish Project Finnish Projects Norwegian projects Total
£
£ £ £
Balance 29 December 2024 2,200,826 - - 2,200,826
Additions in period 10,437 - - 10,437
Impairment Provision (996) - - (996)
Currency translation differences (21,195) - - (21,195)
Balance 30 June 2025 2,189,072 - - 2,189,072
Swedish Project Finnish Projects Norwegian projects Total
£
£ £ £
Balance 29 December 2024 2,200,826 - - 2,200,826
Additions in period 10,437 - - 10,437
Impairment Provision (996) - - (996)
Currency translation differences (21,195) - - (21,195)
Balance 30 June 2025 2,189,072 - - 2,189,072
** The 2024 impairment provision relates to the Simesvallen 100,
Kullberget100, Sumasjon1, Mjovattent and Njuggtraskliden licences in Sweden ,
the Koitelainen and Karhujupukka North licences in Finland and the Espedalen
& Sigdal licences in Norway. The provision was made as after an assessment
of the current funding market for nickel exploration and development companies
and the operational and maintenance costs of its projects and their relative
prospectivity. The Board has decided to focus on its Airijoki vanadium energy
storage project in Sweden notwithstanding the prospectivity of its other
projects were they fully funded.
The investment in the Airijoki Project represented the amounts paid in taking
up and extending the option to acquire various Scandinavian assets described
below attributable to the Airijoki Project together with costs incurred in
running the projects prior to the acquisition including the costs associated
with the listing.
The Airijoki vanadium copper project in Sweden comprising seven contiguous
exploration permits covering 39.41 km2 and is supported by an Inferred
Mineral Resource comprising 44.3 Mt at an in-situ grade of 0.4% V2O5,
containing 5.9 Mt of magnetite averaging 1.7% V2O5 (in magnetite concentrate)
for 100,800 t of contained V2O5 based on a 13.3% mass recovery of magnetite
concentrate and a 0.7% V2O5 cut-off grade, on a 100% equity basis (and net
attributable basis).
Exploration assets accounting policy
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.
7. Borrowings
Unaudited Audited
30 29 December 2024
June
2025
£ £
Brought forward 125,000 -
Convertible Loan Facility 40,000 125,000
Director's Loan - Colin Bird 35,000
Other Loan ** 21,300
125,000
221,300
** Includes £17,500 transferred from Trade and Other Payables at 29 December
2024
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.
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
£165,000 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"). 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 shall be paid an arrangement fee of 10%
of the amount of the Facility to be settled by the issue of 11,764,706 new
Shares ("Facility Fee Shares") credited as fully paid by at an issue price of
0.425p per Share (being the Five Day VWAP on the date 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.
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.
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.
8. Share Capital
June 2025 December 2024
Number £ Number £
Issued equity share capital
Issued and fully paid
Ordinary shares of 87,974 75,074
£0.0003 each 293,248,152 250,248,152
Deferred shares of 335,710,863 3,353,752 335,710,863 3,353,752
£0.00999 each (1)
£0.009 each (2) 1,346,853,817 12,121,684 1,346,853,817 12,121,684
£0.01 each (2) 19,579,925 195,799 19,579,925 195,799
£0.04 each (3) 181,378,766 7,255,151 181,378,766 7,255,151
23,014,360 23,001,460
Notes:
(1) 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.
(2) 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.
(3) 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. No
shares were issued during the year.
Company Number of Ordinary shares Share Share Premium
capital
£ £
As at 1 January 2025 250,248,152 75,074 31,889,219
Shares issued during the period 43,000,000 12,900 94,600
Share issue costs - - (3,875)
As at 30 June 2025 293,248,152 87,974 31,979,944
9. Warrants
At 29 December 2024 the warrants in the table below over ordinary shares in
the issued share capital of the Company were issued and at the period end had
not been exercised. All but the Drawdown Warrants expired during the period.
Number of Warrants Exercise price (p) Expiry
Fundraising Warrants 92,857,143 6.0 6 May 2025
Broker Warrants 4,642,856 3.5 6 May 2025
Consultant Warrants 4,375,943 3.5 6 May 2025
Note 1 101,875,942
Drawdown Warrants (Note 2) 4,166,667 1.5 23 August 2026
106,042,609
Note 1: A warrant reserve was not created in relation to these 101,875,942
warrants as they were all issued in relation to raising funds for the
Company's Listing in May 2022.
Note 2: 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 in 2024.
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%
10. Share Options
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") that were 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. The share-based payment charge for these options
was taken in its entirety in the amount of £59,758 in the year to 29 December
2023 and has been taken to the share-based payment reserve.
As detailed in note 5 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. 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.
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 applicable to the year to 29 December
2023 was determined to be £40,500 and the full option value was taken in the
year of issue as all the options are fully vested and this amount was
incorporated into the acquisition cost of EV Metals and has been taken to the
share-based payment reserve.
11. Subsequent events
On 29 September 2025 the Company exercised its option under the option and
joint venture agreement with Cooperlemon Consultancy Limited for the
exploration and if appropriate development of licence number 34412-HQ-LEL
located in the Northwestern region of Zambia ("Licence Area") . Accordingly,
the Company is committed to spending not less than USD500,000 on assessing and
exploring the Licence Area over a 30 month period.
Other than the foregoing there are 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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