Interim Results for Six Months Ended 30 June 2026
Summary by AI BETAClose X
30 September 2026
Kendrick Resources Plc
("Kendrick Resources" or the "Company")
Interim Results for the Six Months Ended 30 June 2026
Kendrick Resources Plc the mineral exploration and development company announces its unaudited interim results for the six months ended 30 June 2026.
Chairman's Statement
Dear Shareholder,
The period under review has been transformational for Kendrick Resources, dominated by the acquisition and rapid advancement of the Bonya Rare Earth Project in Namibia and the continuing development of our Blue Fox copper project in north-west Zambia.
The acquisition of a 70% interest in Bonya has provided Kendrick with an opportunity to participate in what we believe has the potential to become a rare earth project of international significance. Since acquisition, our work has increasingly reinforced our initial view of the quality, scale and strategic potential of the project.
Bonya Rare Earth Project - Namibia
One of the principal attractions of Bonya at the time of acquisition was the very substantial body of historical exploration information inherited by Kendrick. The historical data was accumulated during a period of low interest in rare earths projects and Kendrick welcomed the opportunity to work with the existing owner to develop the project.
This includes an extensive geological database, historic drilling and core, including previously unassayed material, together with kilometres of trenching and channel work, portions of which were either not sampled or not fully evaluated. Consequently, we have been able to commence our own exploration programme from a considerably more advanced position than would normally be expected for a project at this stage of development.
Our work is now focused on systematically validating, supplementing and expanding this historical information.
A major drilling programme incorporating both diamond and reverse circulation drilling is being undertaken across the project. The majority of our work to date has concentrated on Teufelskuppe, where extensive high-grade rare earth mineralisation has already been demonstrated. More recently, exploration activity has expanded at Kieshöhe, which represents a second substantial carbonatite complex within the wider Bonya project.
The characteristics emerging from the work completed to date are particularly encouraging. Rare earth projects ultimately need to demonstrate sufficient grade of the most sought after rare earth elements, currently focused on elements aligned with high intensity battery production, and tonnes, together with mineralogy capable of supporting an economic processing route. They also need to manage the potentially problematic radioactive elements that can accompany rare earth mineralisation, which has been achieved based on the low levels of radioactivity detected in certified assays of fresh drill core.
At Bonya, the work undertaken to date gives us considerable encouragement in each of these areas. Teufelskuppe has demonstrated exceptional total rare earth grades, the scale potential continues to increase as exploration progresses and radioactive elements, particularly thorium, occur at comparatively low levels.
Importantly, results from Teufelskuppe have also demonstrated grades of 1% and above of the light magnetic rare earth elements neodymium and praseodymium (NdPr) in a number of mineralised intersections and sampled areas. These elements are of particular commercial and strategic importance because of their use in the manufacture of high-performance permanent magnets.
It is not simply the total rare earth grade that determines the potential value of a rare earth deposit, but the proportion of the contained rare earths represented by those elements for which there is strong and growing end-market demand. The presence at Bonya of significant concentrations of neodymium and praseodymium, combined with high overall rare earth grades and comparatively low radioactivity, is therefore particularly encouraging.
We believe these characteristics distinguish Bonya from many undeveloped rare earth projects globally and provide a strong foundation from which to advance the project.
Our immediate objective is to bring together the historical database, trenching, drilling and our extensive new exploration information into a maiden Mineral Resource Estimate. We are targeting completion of this work by the end of November.
In parallel, a preliminary high-level process flowsheet is being developed in Germany. This work is important in establishing an early understanding of the potential beneficiation and processing characteristics of the mineralisation and will guide the more detailed metallurgical programmes that follow.
A Project with Exceptional Location and Infrastructure
Bonya's geological characteristics are complemented by an unusually favourable location.
The project is situated approximately 60 kilometres inland from Lüderitz and its deep-water port facilities on Namibia's Atlantic coast. Major existing infrastructure already services the region, including road, rail and grid power.
A major tarred road providing access to Lüderitz passes close to the project area, with the railway to the coast running broadly parallel. Importantly, a national grid powerline crosses the project licences.
These are significant advantages for any future mine development. Many rare earth projects globally are located in remote areas where roads, power, water and export infrastructure can represent substantial components of both capital cost and development risk. Bonya is situated in an established southern Namibian mining and infrastructure corridor with direct access towards an international port.
We therefore increasingly regard Bonya not simply as an individual exploration licence, but as an emerging rare earth district comprising multiple mineralised centres with the potential to share infrastructure, processing facilities and ultimately a common development strategy.
The combination of Teufelskuppe and Kieshöhe provides us with considerable scope to establish a resource base of meaningful scale, while the wider licence areas provide additional exploration potential.
Strategic Interest
The rare earth sector has become increasingly important internationally as governments and industry seek secure and diversified sources of the critical minerals required for permanent magnets, electric motors, renewable energy systems, advanced electronics and defence applications.
In this context, the occurrence at Bonya of significant concentrations of neodymium and praseodymium is especially relevant. These magnet rare earths represent some of the most strategically important components of the rare earth suite and are central to many of the technologies driving future demand.
Against this background, Bonya has attracted considerable international interest.
During the period we have received interest from companies, industry participants and representatives of countries seeking greater security and diversity of future rare earth supply. The project has also attracted increasing attention within the specialist rare earth trade.
This interest is encouraging, but our priority remains to establish the technical fundamentals of the project through drilling, resource definition and metallurgical work. We believe that demonstrating these fundamentals will place Kendrick in a considerably stronger position when considering future strategic, development and financing alternatives.
Blue Fox - Zambia
Our Blue Fox copper project in north-west Zambia has also advanced during the period.
Exploration and interpretation of the available geological and geophysical information has enabled the Company to establish a number of priority drill targets.
Blue Fox is located within the External Fold and Thrust Belt of north-west Zambia, an area which has become increasingly recognised for its copper potential. The licence is positioned along strike from major copper mineralisation in the wider Central African Copperbelt and represents an important component of Kendrick's Southern African portfolio.
The project has attracted interest from major mining companies and we are evaluating how best to advance the project while preserving meaningful exposure for Kendrick shareholders.
Our immediate objective is to continue refining the identified targets and determine the most appropriate route towards drill testing.
Outlook
The transformation of Kendrick over the period has been considerable.
Bonya has rapidly become our flagship project and the scale and quality of the historical information inherited with the acquisition have enabled us to advance at a pace that would not normally be possible for a newly acquired exploration asset.
We are now undertaking a substantial drilling programme, progressing both Teufelskuppe and Kieshöhe, working towards our maiden Mineral Resource Estimate and developing our preliminary processing flowsheet.
The combination of high total rare earth grades, significant concentrations of the magnet rare earths neodymium and praseodymium, locally at grades of 1% and above, emerging scale, comparatively low levels of radioactive elements and excellent existing infrastructure gives us considerable encouragement regarding the potential of the project.
The next several months should be particularly important. Our targeted maiden Mineral Resource Estimate will provide the first formal measure of the resource base we are establishing and will form the foundation for subsequent metallurgical, engineering and development work.
At the same time, Blue Fox provides Kendrick with exposure to a highly prospective copper project in one of the world's important copper exploration regions.
We believe that Kendrick today is a substantially different company from that at the beginning of the period. We have established a clear focus in Southern Africa, centred on commodities of increasing strategic importance, and we intend to maintain the pace at which our principal projects are being advanced.
I would like to thank our employees, consultants and contractors in Namibia and Zambia for the considerable work undertaken during the period. I would also like to thank our shareholders for their continued support as we seek to establish the full potential of Bonya and the wider Kendrick portfolio.
Colin Bird
Chairman
OPERATIONAL, FINANCIAL, CORPORATE AND STRATEGY REVIEWS
Operational and Strategy Review
During the period, Kendrick Resources Plc ("Kendrick" or "the Company") advanced its transformation into a rare earths-focused exploration and development company centred on the Bonya Rare Earth Project in Namibia. The Company's operational activities were dominated by accelerated drilling, geological modelling, petrological studies and early-stage metallurgical work across the Teufelskuppe ("TK") and Kieshöhe ("KH") carbonatite complexes.
Bonya Rare Earth Project - Teufelskuppe (TK)
Teufelskuppe remained the flagship project during the period, with drilling and analytical work confirming the presence of extensive, continuous and high‑grade light rare earth element ("LREE") mineralisation.
Key operational developments included:
· Multiple high‑grade drill intercepts across TKDD001-TKDD003, including:
o 8.14 wt% TREO over 21.16m (TKDD001)
o 10.91 wt% TREO over 1.25m (TKDD003)
o Numerous additional intervals between 1.5 wt% and 8.2 wt% TREO These results reinforced the continuity of mineralisation from surface to depth.
· Strong LREE dominance, with neodymium and praseodymium consistently contributing ~25% of the rare earth pool.
· JORC (2012) workstreams initiated, including:
o Verification of the in‑house surface volumetric estimate based on a new DEM survey of 14Mt
o Integration of channel sampling, DEM data and drill results
o Engagement of specialist petrological and metallurgical laboratories in the United States and Europe.
· Development Plan execution, including conceptual mine planning, metallurgical test work, environmental baseline preparation and early commercial engagement.
The Company's technical confidence increased materially following the receipt of certified laboratory assays for TKDD002-TKDD004 (post period end), which demonstrated exceptional correlation (r = +0.82) with pXRF readings. This validation supports the continued use of pXRF as a reliable, cost‑effective exploration tool and accelerates resource definition.
Bonya Rare Earth Project - Kieshöhe (KH)
Kieshöhe emerged during the period as a potentially major rare earth discovery in its own right.
Key results included:
· Systematic pXRF analysis of historic drill core returned an average grade of 1.51 wt% TREO, placing KH in the upper quartile of global hard‑rock rare earth projects.
· High‑grade intersections included:
o 5.46 wt% TREO (KH013A)
o 3.53 wt% TREO (KH015)
o 3.22 wt% TREO (KH014)
· Every borehole ended in mineralisation, confirming the system remains open at depth.
· Large intrusive footprint, exceeding 2km in width, with extensive mineralised dykes and cone sheets.
· Tonnage potential increasingly recognised, with internal assessments suggesting KH may ultimately rival or exceed TK in scale.
A second drill rig was mobilised to accelerate parallel drilling at TK and KH.
Strategic Positioning
The Company's strategy during the period was to:
· Fast‑track the Bonya Project toward a maiden JORC (2012) Mineral Resource Estimate.
· Prioritise high‑value LREEs (Nd, Pr) given global supply chain constraints and strong demand from EV motors, wind turbines and defence technologies.
· Advance TK and KH as a combined district‑scale rare earth development, with potential to support one of the most significant new rare earth projects globally.
· Continue to minimise expenditure on non‑core assets and focus capital allocation on Namibia and the Blue Fox copper project in Zambia.
The Board believes the Bonya Project is strategically positioned given Namibia's stable mining jurisdiction, proximity to the deep‑water port at Lüderitz, and supportive regulatory environment.
Financial Review
Financial highlights:
· £1.679m loss after tax (2025: £128K)
· Approximately £1.57m cash at bank at the period end (Dec 2025: £9k).
· The basic and diluted losses per share are summarised in the table below
|
Loss per share (pence) |
|
2026 |
2025 |
|
Basic & Diluted |
|
(0.005)p |
(0.05)p |
· The net asset value as at 30 June 2026 was £1.001m (31 December 2025 £1.215m - net liability)
Fundraisings and issues of shares during the period
During the period, Kendrick strengthened its financial position through several funding initiatives:
· Convertible loan facilities totaling £587,000 (February 2026), including a £337,000 unsecured convertible loan facility from high net worth investors of which £37,000 was from Colin Bird the Company's Chairman and a £250,000 additional tranche from Sanderson Capital Partners Ltd, with extended maturity to 2027.
· £350,624 of accrued fees settled in shares (February 2026), preserving cash resources.
· £1,000,000 equity fundraising at 2.6 pence per share (March 2026), with strong participation from existing shareholders and included £65,000 from Colin Bird, the Company's Executive Chairman and £20,000 from Heather Churchouse a person closely associated with Martyn Churchouse a Director of the Company
· £1,764,000 equity fundraising as 7 pence per share (May 2026) which included £20,000 from Colin Bird, the Company's Executive Chairman and £20,000 Martyn Churchouse a Director of the Company.
These financings enabled the Company to accelerate drilling and technical work at TK and KH.
Corporate Review
Board and Governance
The Board continued to comprise 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.
All AGM resolutions were passed on 19 June 2026.
The Company announced its intention to appoint Namibian businessman Wilhelm Shali as a Non‑Executive Director, subject to regulatory checks, reflecting the Company's growing operational footprint in Namibia.
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.
Strategy Review
The Company's strategy remains to:
· Acquire and enhance mineral resource projects through exploration, technical studies and development.
· Advance TK and KH as a combined rare earth district capable of supporting long‑term production.
· Progress Blue Fox in Zambia as a complementary copper project in a Tier‑1 jurisdiction.
· Position Kendrick as a future supplier of critical rare earth elements to free‑market economies seeking diversification away from China.
The Board believes the Bonya Project has the potential to become a globally significant source of Nd and Pr, two of the most strategically important rare earth elements.
Outlook
The outlook for rare earths remains strong, driven by global electrification, renewable energy expansion, defence sector demand and Strategic supply chain diversification. Kendrick enters the second half of 2026 with a validated exploration methodology, strong technical momentum, expanding mineralised footprints at TK and KH, a clear pathway toward a maiden JORC (2012) Mineral Resource Estimate, and strengthened financial support from shareholders and long‑term investors
The Board's objective is to continue fast‑tracking drilling, metallurgical testwork, resource modelling and commercial engagement to unlock the full value of the Bonya Project.
Post Period End Events
Significant exploration developments after 30 June 2026 include:
· Receipt of certified assays for TKDD002-TKDD004, confirming:
o Exceptional LREO grades
o Strong correlation with pXRF (r = +0.82)
o Continuity of mineralisation over widths up to 59.78m
· Targeting a resource of not less than 40Mt at >3.0 wt% LREO, supported by ongoing drilling.
· Further validation of TK's district‑scale potential, with multiple sub‑parallel dykes and sills identified.
· Continued drilling at both TK and KH, with additional rigs and expanded geological teams on site.
These results materially strengthen the Company's confidence in delivering a world‑class rare earth resource.
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 2026.
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 2025.
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 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 Middle East.
Related Party Transactions during the period
Following the issue of ordinary shares to certain Directors during the period as detailed in Note 10, the table below shows the shareholdings of Directors and their related parties as at 30 June 2026 and the date of these interim accounts and % shareholdings at 30 June 2026 and the date of these interim accounts.
|
Directors |
No. of shares |
% of shares in issue |
|
Colin Bird: Chairman * |
69,537,440 |
17.3% |
|
Martyn Churchouse** |
5,677,275 |
1.41% |
|
Alex Borrelli |
632,777 |
0.16% |
|
Kjeld Thygesen |
3,980,357 |
0.99% |
|
Evan Kirby |
1,012,500 |
0.25% |
*Current shareholding includes 6,227,738 shares held by Lion Mining Finance Ltd
**Current shareholding includes 2.532,500 shares held by Heather Churchouse
1. Directors' Letter of Appointment and Service Agreement remain as disclosed in the prospectus dated 29 April 2022 ("Prospectus") and reported within the annual report and accounts as at 29 December 2025
2. As disclosed in the Prospectus and reported within the annual report and accounts as at 29 December 2025 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 post the period end the Company moved under the agreement with Lion Mining to premises at 1st Floor, 24 Ives Street, London, SW3 2ND. 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 Directors share subscriptions in March 2026 and participation in the February 2026 convertible loan note have been provided earlier in this report. During the period the Company repaid the interest free loan of £35,000 as at 31 December 2025 from Colin Bird, the Company's Executive Chairman by netting it off against his share subscription in March 2026.
.
Related Party transactions described in the annual report to 29 December 2025
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 2025 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
30 September 2026
|
Kendrick Resources Plc: Chairman |
Tel: +44 2039 616 086 Colin Bird |
|
AlbR Capital Limited Financial Adviser Joint Broker |
Tel: +44 7469 0930 David Coffman / Dan Harris 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").
Group Statement of Profit and Loss
For the six months ended 30 June 2026
|
|
Notes |
Unaudited Six months ended 30 June 2026 £ |
Unaudited Six months ended 30 June 2025 £ |
|
|
|
|
|
|
Income |
|
|
|
|
Unrealised gain on investments |
|
4,496 |
1,144 |
|
Total Income |
|
4,496 |
1,144 |
|
|
|
|
|
|
Operating expenses |
3 |
(1,675,690) |
(127,762) |
|
Impairment charge on exploration and evaluation assets |
|
- |
(996) |
|
Group operating loss |
|
(1,676,831) |
(127,614) |
|
|
|
|
|
|
Interest costs |
|
(1,741) |
(657) |
|
|
|
|
|
|
Loss before taxation |
|
(1,678,572) |
(128,271) |
|
Taxation |
|
- |
- |
|
|
|
|
|
|
Loss for the period |
|
(1,678,572) |
(128,271) |
|
|
|
|
|
|
Basic and diluted loss per share (pence) |
4 |
(0.005)p |
(0.05)p |
|
|
|
|
|
|
|
|
|
|
Group Statement of Other Comprehensive Income
For the six months ended 30 June 2026
|
|
|
Unaudited Six months ended 30 June 2026 £ |
Unaudited Six months ended 30 June 2025 £ |
|
Other comprehensive income: |
|
|
|
|
Loss for the period |
|
(1,678,572) |
(128,271) |
|
Items that may be reclassified to profit or loss: |
|
|
|
|
Foreign currency reserve movement |
|
- |
(137,225) |
|
Total comprehensive loss for the period |
|
(1,678,572) |
(265,496) |
GROUP STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2026
|
|
Share capital |
Share Premium |
Share based Payment reserve |
Merger & Other reserves |
Translation Reserve |
Accumulated losses |
Total equity |
|
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
|
|
Unaudited - six months ended 30 June 2026 |
|
|
|
|
|
|
|
|
Balance at 29 December 2025 |
23,014,360 |
31,979,944 |
100,258 |
1,824,000 |
70,851 |
(58,204,449) |
(1,215,036) |
|
|
|
|
|
|
|
|
|
|
Equity component of new borrowings |
|
|
|
178,759 |
|
|
178,759 |
|
Extinguishment of equity component of borrowings |
|
|
|
(22,000) |
|
|
(22,000) |
|
Current period loss |
- |
- |
- |
- |
|
(1,678,572) |
(1,678,572) |
|
Translation reserve |
- |
- |
- |
- |
- |
- |
- |
|
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
(1,678,572) |
(1,678,572) |
|
Net proceeds from shares issued |
38,571 |
3,699,753
|
- |
- |
- |
- |
3,738,324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2026 |
23,052,931 |
35.679,697 |
100,258 |
1,980,759 |
70,851 |
(59,883,021) |
1,001,475 |
|
|
|
|
|
|
|
|
|
|
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 |
GROUP BALANCE SHEET
As at 30 June 2026
|
|
|
Unaudited |
Audited
|
|
|
|
30 June 2026 |
29
December
2025
|
|
|
Notes |
£ |
£ |
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
|
- |
- |
|
Exploration and evaluation assets |
6 |
902,242 |
- |
|
Total non-current assets |
|
902,242 |
- |
|
|
|
|
|
|
Current assets |
|
|
|
|
Current asset investment |
4 |
11,853 |
7,357 |
|
Trade and other receivables |
|
1,071,976 |
42,204 |
|
Cash and cash equivalents |
|
1,569,617 |
6,525 |
|
Total current assets |
|
2,653,446 |
56,086 |
|
|
|
|
|
|
TOTAL ASSETS |
|
3,555,687 |
56,086 |
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
8 |
1,828,501 |
1,012,957 |
|
Borrowings - Other Loans |
9 |
3,800 |
56,300 |
|
Borrowings - Host Liability (amortised cost) |
9 |
- |
183,363 |
|
Borrowings - Derivative financial liabilities (FVTPL) |
9 |
- |
18,502 |
|
Borrowings - Convertible Loans |
9 |
721,912 |
- |
|
Total current liabilities |
|
2,554,213 |
1,271,122 |
|
|
|
|
|
|
NET CURRENT ASSETS |
|
99,233 |
(1,215,036) |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Total non-current liabilities |
|
- |
- |
|
|
|
|
|
|
TOTAL LIABILITIES |
|
2,554,213 |
1,271,122 |
|
NET ASSETS/(LIABILITIES) |
|
1,001,475 |
(1,215,036) |
|
|
|
|
|
|
EQUITY |
|
|
|
|
Share capital |
10 |
23,052,931 |
23,014,360 |
|
Share Premium |
10 |
35,679,697 |
31,979,944 |
|
Share based payment reserve |
|
100,258 |
100,258 |
|
Merger reserve |
|
1,824,000 |
1,824,000 |
|
Other Reserve - |
9 |
156,759 |
- |
|
Translation reserve |
|
70,851 |
70,851 |
|
Retained earnings |
|
(59,883,021) |
(58,204,449) |
|
Total equity |
|
1,001,475 |
(1,215,036) |
Group Statement of Cash Flows
For the six months ended 30 June 2026
|
|
|
Unaudited |
Unaudited |
|
|
|
Six months ended 30 June 2026 |
Six months ended 30 June 2025 |
|
|
Notes |
£ |
£ |
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
Loss before tax |
|
(1,678,572) |
(128,271) |
|
Adjustments for: |
|
|
|
|
Non cash Finance charges |
|
35,806 |
|
|
Depreciation of property, plant and equipment |
|
- |
- |
|
Impairment charge - Exploration and evaluation assets |
|
- |
996 |
|
Gain in fair value of investment at reporting date |
|
(4,496) |
(1,144) |
|
Operating cash outflows before movements in working capital |
|
(1,647,262) |
(128,419) |
|
Changes in: |
|
|
|
|
Trade and other receivables |
|
(1,029,771) |
944 |
|
Trade and other payables |
|
763,045 |
45,044 |
|
|
|
|
|
|
Net cash inflow from operating activities |
|
(1,913,989) |
(82,431) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from/(used) in investing activities |
|
|
|
|
Purchase of Exploration and Evaluation assets |
|
(902,242) |
(10,437) |
|
|
|
(902,242) |
(10,437) |
|
Cash flows from financing activities |
|
|
|
|
Proceeds from Issue of shares, net of issue costs |
|
3,738,324 |
103,625 |
|
Proceeds from borrowings |
|
641,000 |
96,300 |
|
Shares issued to acquire options |
|
- |
- |
|
|
|
4,379,323 |
199,925 |
|
|
|
|
|
|
Increase/(Decrease) in cash |
|
1,563,092 |
107,057 |
|
Effect of foreign exchange rate changes |
|
- |
(116,030) |
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
6,525 |
17,551 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
1,569,617 |
8,578 |
Notes to the interim financial information
For the six months ended 30 June 2026
1. General information
The Company is incorporated and domiciled in the United Kingdom with company registration number 02401127. The address of the registered office is 1st Floor, 24 Ives Street, London, SW3 2ND.
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.
This financial information is for Kendrick Resources Plc ("the Company") and its subsidiary undertakings. The Group's business is to enhance the value of its mineral resource projects through exploration and technical studies conducted by the Group or through joint venture or other arrangements with a view to establishing the projects can be economically mined for profit. During the period the Company has focused on the Bonya rare earths project in Namibia acquired during the period and the Blue Fox copper project in Zambia acquired in late 2025 and investors have shown a willingness to support these projects as evidenced by the Company's fundraising during the period. The exploration and evaluation assets previously held in Scandinavia are shown in note 12, at the period end no exploration and evaluation asset is held in relation to the Bonya rare earth project or the Blue Fox copper project.
|
2.
|
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 2026 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 2025 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 29 December 2025.
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 2026 after tax of £1,643,000 (2025: £128,000), had negative cash flows from operations and is currently not generating revenues and had net assets of £0.881 million as at 30 June 2026 (net liabilities of £1.215 million at 29 December 2025). During the period the Company raised £3,351,000 from a combination of convertible loan notes and equity fundraisings
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.
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. |
Operating expenses
The operating expenses has been arrived at after charging:
|
|||||||||||||
** As detailed in the 2025 Annual Report at the 2024 Annual General Meeting, shareholders approved the establishment of an annual incentive scheme for directors and employees, effective from 30 June 2024, based on improvements in the Company's share price over a 12‑month performance period ending 30 June each year. For the period ended 30 June 2026, a total award of £1,329,411 arose under the scheme and has been recognised as a cash-settled share-based payment liability in accordance with IFRS 2. The allocation of this amount among Eligible Participants and the method of settlement (cash or equity) will be determined by the Remuneration Committee and the Board.
|
4. |
Earnings per share |
|
|
|
|
|
Unaudited |
Unaudited |
|
|
|
30 June 2026 |
30 June 2025 |
|
|
|
£ |
£ |
|
|
|
|
|
|
|
(Loss) attributable to equity holders of the Company |
(1,678,572) |
(128,271) |
|
|
Weighted average number of shares |
344,092,703
|
278,914,819
|
|
|
Weighted average number of shares, options & warrants |
371,537,449
|
391,888,975
|
|
|
Basic & diluted loss per ordinary share |
(0.005)p |
(0.05)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. |
|
5. |
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 2026 at their market value of £11,853 (£7,357 - 29 December 2025).
|
||||||||||||||
|
|
|
|
|||||||||||||
|
6. |
Contingent liabilities
Blue Fox option and joint venture The Company announced on 10 June 2025 it had entered into an option and joint venture agreement with Cooperlemon Consultancy Limited ("CCL") for the exploration and if appropriate development of licence number 34412-HQ-LEL located in the Northwestern region of Zambia ("Blue Fox Project") and on 29 September 2025 exercised its option in relation to the Blue Fox Project.
Expenditure Commitment: Having exercised its option in relation to the Blue Fox Project the Company has to spend not less than US$500,000 during the 30-month period from 29 September 2025 assessing and exploring the Licence area. At the end of the Exploration and Evaluation Period, the parties will assess and jointly agree the basis upon which they will form a joint venture company to explore and develop the Licence in the ratio 70% / 30% between Kendrick and CCL. The JV Company will be responsible for the future financing of the project, with CCL having no obligation to fund its share of the JV Company costs through to a decision to mine.
No provision has been made in these financial statements for the expenditure commitment in relation to the Blue Fox project as at the period end only 9 of the 30 month expenditure period had elapsed and the timing and quantum of expenditure will depend on the results of ongoing exploration in relation to the Blue Fox Project. If the Company does not meet its expenditure commitment in relation to eh Blue Foix project this will affect the Company's rights in relation to the Blue Fox project.
|
|
|||||||||||||
7. Exploration and evaluation assets
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
** The 2025 impairment provision is in relation to the Airijoki Project. The provision was made having assessed the current funding market for the Company's Airijoki vanadium energy storage project in Sweden notwithstanding the prospectivity of the Airijoki Project were it fully funded. This is so that the Company can focus instead on the Bonya and Blue Fox projects which are more prospective and for which investors have shown a willingness to support as evidenced by the Company's fundraising post the year end.
The Namibian exploration and evaluation additions in the period relate to the Bonya rare earths project in Namibia which comprises the Teufelskuppe and Kieshöhe projects.
Teufelskuppe remained the flagship project during the period, with drilling and analytical work confirming the presence of extensive, continuous and high‑grade light rare earth element ("LREE") mineralisation.
Key operational developments included:
· Multiple high‑grade drill intercepts across TKDD001-TKDD003, including:
o 8.14 wt% TREO over 21.16m (TKDD001)
o 10.91 wt% TREO over 1.25m (TKDD003)
o Numerous additional intervals between 1.5 wt% and 8.2 wt% TREO These results reinforced the continuity of mineralisation from surface to depth.
· Strong LREE dominance, with neodymium and praseodymium consistently contributing ~25% of the rare earth pool.
· JORC (2012) workstreams initiated, including:
o Verification of the in‑house surface volumetric estimate based on a new DEM survey of 14Mt
o Integration of channel sampling, DEM data and drill results
o Engagement of specialist petrological and metallurgical laboratories in the United States and Europe.
· Development Plan execution, including conceptual mine planning, metallurgical test work, environmental baseline preparation and early commercial engagement.
The Company's technical confidence increased materially following the receipt of certified laboratory assays for TKDD002-TKDD004 (post period end), which demonstrated exceptional correlation (r = +0.82) with pXRF readings. This validation supports the continued use of pXRF as a reliable, cost‑effective exploration tool and accelerates resource definition.
Bonya Rare Earth Project - Kieshöhe (KH)
Kieshöhe emerged during the period as a potentially major rare earth discovery in its own right.
Key results included:
· Systematic pXRF analysis of historic drill core returned an average grade of 1.51 wt% TREO, placing KH in the upper quartile of global hard‑rock rare earth projects.
· High‑grade intersections included:
o 5.46 wt% TREO (KH013A)
o 3.53 wt% TREO (KH015)
o 3.22 wt% TREO (KH014)
· Every borehole ended in mineralisation, confirming the system remains open at depth.
· Large intrusive footprint, exceeding 2km in width, with extensive mineralised dykes and cone sheets.
· Tonnage potential increasingly recognised, with internal assessments suggesting KH may ultimately rival or exceed TK in scale.
A second drill rig was mobilised to accelerate parallel drilling at TK and KH.
|
|
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.
8. TRADE AND OTHER PAYABLES
|
|
|
|
|
|
|
|
|
|
30 June 2026 |
31 December 2025 |
|
|
|
|
£ |
£ |
|
Trade and other payables |
|
|
294,386 |
679,257 |
|
Share based payment liability |
|
|
1,329,411 |
- |
|
Fees owed to directors |
|
|
144,999 |
244,819 |
|
Accruals |
|
|
59,705 |
88,205 |
|
Loans and other payables |
|
|
|
676 |
|
|
|
|
1,828,501 |
1,012,957 |
9. Borrowings
|
|
|
30 June 2026 |
29 December 2025 |
|
|
Host liability and other loans |
£ |
£ |
|
|
|
|
|
|
|
Convertible Loan Facility brought forward |
183,363 |
125,000 |
|
|
Reclassification to host liability |
- |
(20,834) |
|
|
Open host liability at amortised cost |
183,363 |
104,166 |
|
|
Convertible Loan Facility |
|
|
|
|
Further drawdowns during year |
- |
53,333 |
|
|
Finance cost recognised (EIR) |
5,637 |
25,864 |
|
|
Repaid in year |
(189,000) |
|
|
|
Closing host liability at year end |
- |
183,363 |
|
|
Other loans: |
|
|
|
|
Director's Loan -Colin Bird |
- |
35,000 |
|
|
Other Loan ** |
3,800 |
21,300 |
|
|
|
3,800 |
239,663 |
|
|
** Includes £17,500 transferred from Trade and Other Payables at 29 December 2024 |
||
|
|
|
30 June 2026 |
29 December 2025 |
|
|
Embedded derivative liability (FVTPL) |
£ |
£ |
|
|
Convertible Loan Facility brought forward |
18,502 |
125,000 |
|
|
Reclassification to host liability |
- |
(104,166) |
|
|
Opening derivative liability |
18,502 |
20,834 |
|
|
Further drawdowns during year |
- |
10,667 |
|
|
Fair value movement on derivative on repayment |
(18,502) |
(12,999) |
|
|
|
- |
18,502 |
|
|
|
30 June 2026 |
29 December 2025 |
|
|
Borrowings) |
£ |
£ |
|
|
Balance brought forward |
- |
- |
|
|
Borrowings |
962,000 |
- |
|
|
Equity Allocation |
(178,759) |
- |
|
|
Convertible Loan Repaid |
(132,000) |
|
|
|
Equity Allocation of Convertible Loan Repaid |
22,000 |
|
|
|
Finance Charge accrued |
48,671 |
- |
|
|
|
721,912 |
- |
On 22 April 2024 the Company announced it had entered into an unsecured convertible loan funding facility (the "Facility") for £500,000 with Sanderson Capital Partners Ltd (the "Lender"). The Facility was originally convertible at 0.75 pence per ordinary share ("Share") but in light of the fundraising on 28 February 2025 at 0.25 pence per Share is now convertible at 0.25 pence per Share. The Company was able to draw down under the Facility in four loan tranches of £125,000 each and the Company has made three Loan Tranche drawdowns of £125,000 each under the Facility and is not permitted to make any additional drawdowns. As at 29 December 2025 £189,000 had been paid by the Lender under the Facility of which £125,000 was due to be repaid to the Lender. The Facility was created as a standby facility and the Company was at 29 December 2025 re-negotiating the terms of the Facility with the Lender who is a long term shareholder in the Company.
In the 2024 accounts the Company assessed the entire amount paid under the Facility as a financial liability as part of the amounts drawn down under the Facility had not been paid. Based on this, the amounts paid under the Facility were recorded at their issue price and were carried at their face value of £125,000..
In 2025 a further £64,000 was paid under the Facility were paid and in February 2026 the balance of £186,000 drawdown under the Facility were paid. In the 2025 accounts the Company reassessed the classification of the Facility and determined that the £189,000 paid under the Facility and outstanding at the year end represents a compound financial instrument comprising a host liability measured at amortised cost and an embedded derivative liability (in relation to the conversion option) measured at fair value through the profit or loss (FVTPL) as the conversion feature is not the conversion of a fixed amount of stated principal into a fixed number of shares. The value of the host liability included in current borrowings, at inception was calculated using a market interest rate for an equivalent instrument without conversion option. The discount rate applied was 20%.
This reclassification represents a refinement in presentation and measurement arising from a more detailed application of IFRS 9 Financial Instruments and IAS 32 Presentation of Financial Instruments to the contractual terms of the CLN. There is no change to the total liability recognised. The terms of the Facility as at the period end are summarised below:
Working Capital Facility Agreement
The Facility was for £500,000 in total, unsecured, and 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 £375,000 has been paid by the Lender under the Facility and the Maturity Date has been extended to 30 June 2027. 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
On 10 February 2026 the Maturity Date was extended to 30 June 2027. The Company may prepay the whole or part of the Facility on any day prior to the Maturity Date for a Loan Tranche upon giving not less than 14 days' prior written notice to the Lender and paying in cash a prepayment fee of 5% of the amount which the Company prepays in cash before the Maturity Date. The Lender can during the 14 days' notice period make an election for all or part of the Loan subject to a prepayment notice to be repaid in Shares in which case the 5% fee shall not apply to that proportion of the Loan repaid in Shares.
Conversion of Loan Tranche by Lender
The Lender may at any time during the Facility Period elect to convert all or part of any drawn down amount into such number of new Shares equal to the amount of the Loan Tranche that is to be repaid at the date of the election divided by the conversion price. The original conversion price was 0.75 pence ("Original Conversion Price") which under the conversion adjustment mechanism described below has been reduced to 0.25 pence being the fundraising price announced by the Company on 25 February 2025 and is now fixed at 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").
Interest and Fees
The Loan is interest free. The Lender is due to be paid an arrangement fee of 10% of the amount of the Facility to be settled by the issue of 11,764,706 new Shares ("Facility Fee Shares") credited as fully paid by at an issue price of 0.425p per Share (being the Five Day VWAP on the date the Facility was announced) with the Facility Fee Shares to be issued on or before 31 December 2024 or such other date agreed by the parties. The Facility Fee Shares have not yet been issued or accounted for in these Financial Statements..
On the drawdown of any Loan Tranche the Lender shall be paid a further fee of 2% of the amount of the relevant Loan Tranche which is to be settled by the issue of new Shares credited as fully paid at the five-day VWAP on the date of the relevant Loan drawdown notice ("Drawdown Fee Shares") with the Drawdown Fee Shares to be issued on or before 31 December 2024 or such other date agreed by the parties. The Drawdown Fee Shares have not yet been issued or accounted for in these Financial Statements..
Option to Extend Facility
On 10 February 2026 it was agreed that the Lender would advance a further £250,000 at an exercise price of 0.66804 pence per share repayable on 31 January 2027
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.
On 10 February 2026 the Company announced that it had secured a £337,000 convertible loan facility (the "February 2026 Facility") provided by high net worth individuals , including £37,000 from Colin Bird the Company's Chairman which is convertible at 0.66804 pence per share and repayable by 31 January 2027
10. Share Capital
|
|
June 2026 |
|
December 2025 |
|
||
|
|
Number |
£ |
Number |
£ |
||
|
Issued equity share capital |
|
|
|
|
||
|
Issued and fully paid
|
|
|
|
|
||
|
Ordinary shares of £0.0003 each |
421,816,916 |
126,545 |
293,248,153 |
87,974 |
||
|
Deferred shares of £0.00999 each (1) |
335,710,863 |
3,353,752 |
335,710,863 |
3,353,752 |
||
|
£0.009 each (2) |
1,346,853,817 |
12,121,684 |
1,346,853,81 |
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 |
||
|
|
|
23,052,931 |
|
23,014,360 |
||
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 2026 |
293,248,153 |
87,974 |
31,979,944 |
|
Shares issued during the period |
128,568,763 |
38,571 |
3,891,753 |
|
Share issue costs |
- |
- |
(192,000) |
|
As at 30 June 2026 |
421,816,916 |
126,545 |
35,679,697 |
|
11. |
Warrants |
At 29 December 2025 the warrants in the table below over ordinary shares in the issued share capital of the Company were issued and at the period end had not been exercised.
|
|
Number of Warrants |
Exercise price (p) |
Expiry/Exercised |
|
Drawdown Warrants (Note 1) |
4,166,667 |
1.5 |
23 August 2026 |
|
Broker Warrants |
1,550,000 |
0.25 |
28 Feb 2028 |
|
At 29 December 2025 |
5,716,677 |
|
|
|
|
|
|
|
|
Exercised during period |
|
|
|
|
Broker Warrants |
(1,550,000) |
1.5 |
23 August 2026 |
|
Total Outstanding Warrants at 30 June 2026 |
4,166,667 |
|
|
Note 1: 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%
|
12. |
Share Options |
A 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.
|
13. |
Subsequent events |
|
|
Post period end, the Company continued to actively explore its Teufelskuppe and Kieshöhe rare earth projects within the Bonya Rare Earth Project in Namibia. The Company has released further positive exploration results from this activity, including additional high-grade rare earth drill results at Teufelskuppe, strong correlation between pXRF readings and certified laboratory assays, and encouraging mineralogical, metallurgical and radioactivity findings which support the ongoing technical evaluation and advancement of the projects.
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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