Interim Results for Six Months Ended 30 June 2025
Summary by AI BETAClose X
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: Chairman |
Tel: +44 2039 616 086 Colin Bird |
|
Novum Securities Limited Financial Adviser Joint Broker |
Tel: +44 7399 9400 David Coffman / Anastassiya Eley Jon Bellis |
|
Shard Capital Partners LLP Joint Broker |
Tel: +44 207 186 9952 Damon Heath / Isabella Pierre |
or visit 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 Six months ended 30 June 2025 £ |
Unaudited Six months ended 30 June 2024 £ |
|
|
|
|
|
|
Income |
|
|
|
|
Unrealised gain on investments |
|
1,144 |
- |
|
Total Income |
|
1,144 |
- |
|
|
|
|
|
|
Operating expenses |
|
(127,762) |
(238,676) |
|
Impairment charge on exploration and evaluation assets |
|
(996) |
- |
|
Group operating loss |
|
(127,614) |
(238,676) |
|
|
|
|
|
|
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 Six months ended 30 June 2025 £ |
Unaudited Six months ended 30 June 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) |
|
Total comprehensive loss for the period |
|
(265,496) |
(279,312) |
GROUP STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2025
|
|
Share capital |
Share Premium |
Share based Payment reserve |
Merger reserve |
Translation Reserve |
Accumulated losses |
Total equity |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
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 June 2025 |
29 December 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 |
|
|
|
|
|
|
NET ASSETS/(LIABILITIES) |
|
1,158,924 |
1,320,795 |
|
|
|
|
|
|
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 ended 30 June 2025 |
Six months ended 30 June 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.
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). |
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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.
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6. Exploration and evaluation assets
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. |
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** 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).
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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
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Unaudited |
Audited |
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|
30 June 2025 |
29 December 2024 |
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|
|
£ |
£ |
|
|
|
|
|
|
|
Brought forward |
125,000 |
- |
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|
Convertible Loan Facility |
40,000 |
125,000 |
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Director's Loan - Colin Bird |
35,000 |
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|
|
Other Loan ** |
21,300 |
|
|
|
|
221,300 |
125,000 |
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** Includes £17,500 transferred from Trade and Other Payables at 29 December 2024 |
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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
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|
June 2025 |
|
December 2024 |
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Number |
£ |
Number |
£ |
||
|
Issued equity share capital |
|
|
|
|
||
|
Issued and fully paid
|
|
|
|
|
||
|
Ordinary shares of £0.0003 each |
293,248,152 |
87,974 |
250,248,152 |
75,074 |
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Deferred shares of £0.00999 each (1) |
335,710,863 |
3,353,752 |
335,710,863 |
3,353,752 |
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£0.009 each (2) |
1,346,853,817 |
12,121,684 |
1,346,853,817 |
12,121,684 |
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|
£0.01 each (2) |
19,579,925 |
195,799 |
19,579,925 |
195,799 |
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|
£0.04 each (3) |
181,378,766 |
7,255,151 |
181,378,766 |
7,255,151 |
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|
|
|
23,014,360 |
|
23,001,460 |
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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 capital |
Share Premium |
|
|
|
£ |
£ |
|
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%
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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.
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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.
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11. |
Subsequent events |
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|
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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