TIDMKEN
RNS Number : 7159Q
Kendrick Resources PLC
29 June 2022
29 June 2022
Kendrick Resources Plc
("Kendrick" or the "Company")
Final Results for period to 29 December 2021
Kendrick Resources Plc, (LSE: KEN) a mineral exploration and
development company, with projects in Scandinavia, reports its full
year results for the year ended 29 December 2021.
The Annual Report and Financial Statements for the year ended 29
December 2021 will shortly be available on the Company's website.
Copies of the Annual Report and Financial Statements will be
uploaded to the National Storage Mechanism shortly.
This announcement contains information which, prior to its
disclosure, was inside information as stipulated under Regulation
11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310
(as amended).
For additional information please contact:
Kendrick Resources Plc: Tel: +44 203 961 6086
Chairman Colin Bird
Novum Securities Tel: +44 7399 9400
Financial Adviser David Coffman / Lucy Bowden
Joint Broker Jon Bellis
Shard Capital Partners Tel: +44 207 186 9952
LLP Damon Heath / Isabella Pierre
Joint Broker
CHAIRMAN'S STATEMENT
Dear Shareholder,
Kendrick Resources Plc ("Kendrick") was successfully admitted to
the Standard List of the London Stock Exchange on 6(th) May 2022.
Kendrick's Projects are located in top mining jurisdictions within
Scandinavia and are focused on the new generation battery metals
for both energy storage and the metals needed for power generation.
In Sweden and Finland, the Company has significant tonnages of
vanadium associated with magnetite capable of producing high-grade
vanadium magnetite concentrates for sale to global markets.
Previous metallurgical test work suggests that Kendrick's vanadium
magnetite concentrates are superior to most other concentrates
globally, in that the vanadium values in the concentrates are above
2% V2O5 and both the uranium and titanium values are lower than the
norm.
The Company has some 160 million tonnes of Inferred Mineral
Resources with 44 million tonnes in Sweden and the balance in
Finland. The defined Mineral Resources at Airijoki (Sweden) and
Koitelainen (Finland) are open-ended and drilling programmes will
take place as seasonal influences allow, with the objective of
increasing both Mineral Resources. In Finland the large intrusion
which contains the vanadium bearing magnetite, also contains chrome
and PGM's mineralization, which will be investigated. At Airijoki
in Sweden extension of the strike will be investigated.
Vanadium Redox Flow Batteries are emerging as an important
battery storage technology for the large-scale storage of energy
generated from solar panels and wind farms. Whilst this application
is rapidly emerging, the traditional uses of vanadium in steel
manufacturing are also increasing (i.e. in the production of
high-quality steel for applications where strength and lightness is
important). Thus, lighter vehicles will require greater proportions
of vanadium, and estimates suggest that the vanadium content in new
electric vehicles may increase by up to 40%, putting upwards
pressure on vanadium prices.
The Company has several projects in central Sweden which have
similar geology and vanadium mineralisation to the Mineral
Resources at the Airijoki Project in northern Sweden. These
projects which will be investigated for quantum and quality, as
seasonal influences allow.
The Company intends to carry out fast-track metallurgical test
work on vanadium mineralisation from the Airijoki Project, in order
to determine a suitable process to produce either vanadium
pentoxide flakes or vanadium electrolyte to add significant value
against the alternative of producing a vanadium magnetite
concentrate. Previous metallurgical tests carried out by Pursuit
Minerals have been conducted on three samples across four grind
sizes. These have shown in that increasing grind size increases
mass pull to magnetic concentrate with only a slight loss of
vanadium grade. As a result of this w e are confident that we will
be able to increase the mass pull of vanadium into the magnetite
concentrate without affecting the overall vanadium magnetite
concentrate grade. If we are successful in this regard, the overall
project economics will improve dramatically.
In Norway, the Company has a number of nickel projects all of
which are open ended both on strike and at depth. Several of the
projects are located in close enough proximity to each other to
potentially support a central processing unit.
We are fortunate that we have a significant exploration database
much of which has not been fully utilised and we are currently
assessing this database in order to generate new projects and drill
targets. The cost and time of producing the historical exploration
data would have been immense and we are thus very fortunate to have
a "paid for start" to our exploration programs.
Norway has long history of nickel production and to have
significant resources in the rapidly emerging nickel space is
exciting especially when one considers the location of the
projects.
Nickel experienced a huge, abnormal price spike some three
months ago, which is now being normalised with prices hovering
around the US$20,000 per tonne mark. We believe that this price is
sustainable although the economic assessment of our projects will
utilise the US$15,000 per tonne nickel price.
There is currently a shortage globally of nickel resources and
60% of available known resources are oxides or laterites which have
proven very difficult to process in the past and little progress
has been made in the cost effective processing of nickel oxides and
laterites. Kendrick is fortunate in that our nickel resources in
Norway are sulphides and therefore amenable to conventional
floatation technology which produces a concentrate for smelting. We
will be drilling the Norway nickel deposits on a continuing basis
with the objective of developing a Mineral Resource prior to
undertaking feasibility studies. A number of companies globally are
now supplying relatively simple options and co-venturing developing
projects. This approach, if individual tonnages and grade permit,
may be an ideal way of fast-tracking nickel concentrates from our
Norwegian projects into European markets.
Our northern European location and industry contacts has already
brought our management team opportunities which were not obvious at
the time of listing the Company, and we look forward to pursuing
these opportunities both pro-actively and re-actively in the
short-term.
I am excited about our projects and the competitive advantage we
have in northern Europe and the management team and I are looking
forward to pursuing the opportunities available and adding value
for our shareholders in the short-term future.
I would like to thank my fellow directors and the Kendrick
Management Team for their support during the pre-listing phase and
their enthusiastic approach to maximizing the benefit for
shareholders from our existing project portfolio.
Results for the year
The Company reported a loss before taxation for the year of
GBP325,000 (2020: GBP33,000) mainly due to administrative costs of
GBP289,000, including professional, consulting and directors' fees
. Net liabilities at 29 December 2021 amounted to GBP236,363 (2020:
Net assets GBP89,000) including the investment in the Nordic
Projects and related transaction costs of GBP674,000 (2020:
GBPNil).
AGM and Resolutions
The resolutions for the forthcoming Annual General Meeting will
be contained in a separate Notice which will be made available to
shareholders and on the website www.kendrickresources.com . The
Directors will recommend shareholders to vote in favour of all the
resolutions and a form of proxy will be dispatched to all
shareholders for this purpose
Colin Bird
Chairman
29 June 2022
STRATEGIC REPORT
The Directors present their strategic report for the year ended
29 December 2021.
PRINCIPAL ACTIVITIES
The Company's principal activity is that of mining exploration
and development.
GOING CONCERN
As disclosed in Note 3, the Directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for a period of at least, but not limited, 12
months from the date of approval of the financial statements. For
these reasons, the Directors continue to adopt the going concern
basis in preparing the financial statements
ENERGY CONSUMPTION
The Company consumed less than 40MWh during the period and as
such is a Low Energy User as defined in the Environmental Reporting
Guidelines Including streamlined energy and carbon reporting
guidance March 2019 (Updated Introduction and Chapters 1) and as
such is not required to provide detailed disclosures of energy and
carbon information.
PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A
WHOLE
The Directors' believe they have acted in the way most likely to
promote the success of the Company for the benefit of its members,
as required by s172 of the Companies Act 2006 as detailed
below.
The requirements of s172 are for the Directors to:
- Consider the likely consequences of any decision in the long term
- Act fairly between the members of the Company,
- Maintain a reputation for high standards of business conduct,
- Consider the interests of the Company's employees,
- Foster the Company's relationships with suppliers, customers, and others, and
- Consider the impact of the Company's operations on the community and the environment.
Our Board of Directors remain aware of their responsibilities
both within and outside of the Group. Within the limitations of a
Group with so few employees we endeavour to follow these
principles, and examples of the application of the s172 are
summarised and demonstrated below.
The Company operates as a mining exploration and development
company which is speculative in nature and at times may be
dependent upon fund-raising for its continued operation. The nature
of the business is well understood by the Company's members,
employees and suppliers, and the Directors are transparent about
the cash position and funding requirements.
The Company is investing time in developing and fostering its
relationships with its key suppliers.
As a mining exploration company with future operations based in
Scandinavia, the Board takes seriously its ethical responsibilities
to the communities and environment in which it works.
The interests of future employees and consultants are a primary
consideration for the Board, and we have introduced an inclusive
share-option programme allowing them to share in the future success
of the company. Personal development opportunities are encouraged
and supported.
KEY PERFORMANCE INDICATORS
Key performance indicators for the Company as a measure of
financial control are as follows:
Year ended Year ended
29 December 29 December 2020
2021
GBP GBP
T ota l assets 885,096 254,434
Net assets/ (liabilities) (236,363) 88,623
Cas h and cash equivalents 16,871 9,496
T rad e and other payables (441,959) (165,811)
Loss before tax for the year (324,986) (33,433)
PRINCIPAL RISKS AND UNCERTAINTIES
The Company is subject to various risks similar to all
exploration companies operating in overseas locations relating to
political, economic, legal, industry and nancial conditions, not
all of which are within its control. The Company identi es and
monitors the key risks and uncertainties affecting the Company and
runs its business in a way that minimises the impact of such risks
where possible.
The following risks factors, which are not exhaustive, are
particularly relevant to the Company's current and future business
activities:
Licensing and title risk
Governmental approvals, licences and permits are, as a practical
matter, subject to the discretion of the applicable governments or
government of ces. The Company must generally and specifically in
relation to future projects comply with known standards, existing
laws and regulations that may entail greater or lesser costs and
delays depending on the nature of the activity to be permitted and
the interpretation of the laws and regulations by the permitting
authorities. New laws and regulations, amendments to existing laws
and regulations, or more stringent enforcement could have a
material adverse impact on the Company's result of operations and
nancial condition. The Company's exploration activities are
dependent upon the grant of appropriate licences, concessions,
leases, permits and regulatory consents which may be withdrawn or
made subject to limitation.
There is a risk that negotiations with the relevant government
in relation to the renewal or extension of a licence may not result
in the renewal or grant taking effect prior to the expiry of the
previous licence and there can be no assurance as to the terms of
any extension, renewal or grant. This is a risk that all resource
companies are subject to, particularly when their assets are in
emerging markets. The Company continually seeks to do everything
within its control to ensure that the terms of each licence are met
and adhered to.
Dependency on key personnel
Kendrick's management comprises a small team of experienced and
qualified executives. The Directors believe that the loss of any
key individuals in the team or the inability to attract appropriate
personnel could impact Kendrick's performance.
Although Kendrick has entered into contractual arrangements to
secure the services of its key personnel, the retention of these
services and the future costs associated therewith cannot be
guaranteed.
Royalty arrangement and the Kabwe plant
Kendrick has a royalty over 11% of net earnings generated by the
Kabwe plant. The generation of revenues at the Kabwe plant is
subject to the timely construction, and successful operation, of
the plant by Jubilee Metals Group PLC.
Legal risk
The legal systems in the countries in which Kendrick's
operations are currently and prospectively located are different to
that of the UK. This could result in risks such as: (i) potential
difficulties in obtaining effective legal redress in the courts of
such jurisdictions, whether in respect of a breach of law or
regulation, or in an ownership dispute; (ii) a higher degree of
discretion on the part of governmental authorities; (iii) the lack
of judicial or administrative guidance on interpreting applicable
rules and regulations; (iv) inconsistencies or conflicts between
and within various laws, regulation, decrees, orders and
resolutions; and (v) relative inexperience of the judiciary and
courts in such matters.
In certain jurisdictions the commitment of local business
people, government officials and agencies and the judicial system
to abide by legal requirements and negotiated agreements may be
more uncertain. In particular, agreements in place may be
susceptible to revision or cancellation and legal redress may be
uncertain or delayed. There can be no assurance that joint
ventures, licences, licence applications or other legal
arrangements will not be adversely affected by the actions of
government authorities or others and the effectiveness of and
enforcement of such arrangements in these jurisdictions cannot be
assured.
Liquidity and financing risk
Although the Directors consider that Kendrick has sufficient
funding in place, there can be no guarantee that further funding
will be available and on terms that are acceptable to Kendrick
should additional costs or delays arise. Nor can there be any
guarantee that the additional funding will be available to allow
Kendrick to obtain and develop additional projects in the necessary
timeframe.
The Directors review Kendrick's funding requirements on a
regular basis, and take such action as may be necessary to either
curtail expenditures and / or raise additional funds from available
sources including asset sales and the issuance of debt or
equity.
Governmental approvals, licences and permits
Governmental approvals, licences and permits are, as a practical
matter, subject to the discretion of the applicable governments or
government offices. Kendrick must comply with known standards and
existing laws and regulations, any of which may entail greater or
lesser costs and delays depending on the nature of the activity to
be permitted and the interpretation of the laws and regulations by
the permitting authorities. Delays in granting such approvals,
licences and permits, new laws and regulations, amendments to
existing laws and regulations, or more stringent enforcement could
have a material adverse impact on Kendrick's result of operations
and financial condition. Kendrick's activities are dependent upon
the grant of appropriate licences, concessions, leases, permits and
regulatory consents which may be withdrawn or made subject to
limitation.
There is a risk that negotiations with the relevant government
in relation to the renewal or extension of a licence may not result
in the renewal or grant taking effect prior to the expiry of the
previous licence and there can be no assurance as to the terms of
any extension, renewal or grant.
Liability and insurance
The nature of Kendrick's business means that Kendrick may be
exposed to potentially substantial liability for environmental
damages. There can be no assurance that necessary insurance cover
will be available to Kendrick at an acceptable cost, if at all, nor
that, in the event of any claim, the level of insurance carried by
Kendrick now or in the future will be adequate.
Kendrick's operations are also subject to environmental and
safety laws and regulations, including those governing the use of
hazardous materials. The cost of compliance with these and similar
future regulations could be substantial and the risk of accidental
contamination or injury from hazardous materials with which it
works cannot be eliminated. If an accident or contamination were to
occur, Kendrick would likely incur significant costs associated
with civil damages and penalties or criminal fines and in complying
with environmental laws and regulations. Kendrick's insurance may
not be adequate to cover the damages, penalties and fines that
could result from an accident or contamination and Kendrick may not
be able to obtain adequate insurance at an acceptable cost or at
all.
Currency risk
The Company expects to present its financial information in
Sterling although part or all of its business may be conducted in
other currencies. As a result, it will be subject to foreign
currency exchange risk due to exchange rate movements which will
affect Kendrick's transaction costs and the translation of its
results. The majority of the payments were in Euros and SEK
(Swedish Korna), but while there were significant fluctuations in
the year the payments were not significant at this early stage as
there were limited operations.
Economic, political, judicial, administrative, taxation or other
regulatory factors
Kendrick may be adversely affected by changes in economic,
political, judicial, administrative, taxation or other regulatory
factors, in the territories in which Kendrick will operate
particularly in the Scandinavian region. .
Taxation
Any change in Kendrick's tax status or the tax applicable to
holding Ordinary Shares or in taxation legislation or its
interpretation, could affect the value of the investments or assets
held by the Company, which in turn could affect Kendrick's ability
to provide returns to Shareholders and/or alter the post-tax
returns to Shareholders. Statements in this document concerning the
taxation of Kendrick and its investors are based upon current tax
law and practice which may be subject to change.
Approved by the Board of Directors and signed on behalf of the
Board.
C Bird
Chairman
29 June 2022
BOARD OF DIRECTORS
Colin Bird
Executive Chairman Colin Bird is a chartered engineer and a
Fellow of the Institute of Materials, Minerals and Mining with more
than 40 years' experience in resource operations management,
corporate management, and finance. The formative part of his career
was spent with the National Coal Board in England where he was
assistant underground manager. He moved to the Zambian Copper Belt
in 1970 as an assistant underground manager before joining Anglo
America Coal Division in 1974 as section manager. He then moved to
Botswana in 1979 to be mine manager of the BCL Nickel Copper Mine,
a joint venture between Anglo American Corporation, Amax, and the
Botswana Government. On his return to the UK, he worked with
Hampton Gold Mine areas as a director of their coal mines in
Scotland before joining Costain Mining Ltd as technical director in
1987 and thereafter Plateau Mining Plc as managing director in
1989. In 1993 he was appointed operations and technical manager for
Petromin, Saudi Arabia, of their gold mining activities with
responsibility for an underground mine producing 175,000oz of gold
and three gold mines in various stages of feasibility study and
development. In October 1995 he joined Lion Mining Finance Ltd in
London as technical manager and is now managing director and
majority shareholder of that company. Colin founded and floated
Jubilee Metals Group Plc. He is Chairman and CEO of Galileo
Resources Plc and Chairman of Xtract Resources Plc. Colin serves as
Chairman of Tiger Royalties and Investments Plc, an AIM listed
investment company and largest shareholder in the Company. He is
also a member of the board of the TSX listed exploration company,
Revelo Resources Corp, formerly known as Polar Star Mining Corp,
where he served as CEO for a period as well. Colin serves as
executive Chairman of Bezant Resources Plc. He joined the board of
the Company as non- executive Director in April 2018. He founded
and floated Kiwara Plc which discovered copper in northwest Zambia.
The company was sold for US$260million to First Quantum within 30
months of formation. Colin is also executive chairman of African
Pioneer plc which was admitted to trading on the LSE as a Standard
Listing on 1 June 2021.
Other current directorships
Includes African Pioneer Plc, Bezant Resources Plc, Bird Leisure
and Admin (Pty) Ltd, Braemore Resources Ltd, Camel Valley Holdings
Inc, Crocus-Serv Resources (Pty) Ltd, Dullstroom Plats (Pty) Ltd ,
Enviro Mining Ltd , Enviro Processing Ltd, Enviro Props Ltd,
Galagen (Pty) Ltd, Galileo Resources Plc, Galileo Resources South
Africa (Pty) Ltd, Glenover Phosphate (Pty) Ltd, Holyrood Platinum
(Pty) Ltd, Kabwe Operations Mauritius, Lion Mining Finance Ltd,
Maude Mining & Exploration (Pty) Ltd, Mitte Resources
Investment Ltd, New Age Metals Inc, NewPlats (Tjate) (Pty) Ltd,
Newmarket Holdings, Revelo Resources Corp, Sandown Holdings ,
Shamrock Holdings Inc.,Tiger Resource Finance Plc, Tjate Platinum
Corporation (Pty) Ltd, Umhlanga Lighthouse Café CC, Windsor
Platinum Investments (Pty) Ltd, Windsor SA Pty Ltd ,Virgo Business
Solutions (Pty) Ltd and Xtract Resources Plc.
Former directorships in the last 5 years
1 Tara Bar and Restaurant CC, Add X Trading 810 CC, Afminco
(Pty) Ltd, Dialyn Café CC, Emanual Mining and Exploration (Pty)
Ltd, Europa Metals Ltd, Isigidi Trading 413 CC, Jubilee Metals
Group Plc,,Jubilee Smelting & Refining (Pty) Ltd, Jubilee
Tailings Treatment Company (Pty) Ltd , M.I.T. Ventures Group,
Mokopane Mining & Exploration (Pty) Ltd, NDN Properties CC,
Orogen Gold Plc, Pilanesberg Mining Co (Pty) Ltd, Pioneer Coal
(Pty) Ltd, PowerAlt (Pty) Ltd, SacOil Holdings Ltd and Sovereign
Energy Plc, Thos Begbie Holdings (Pty) Ltd)
Kjeld Thygesen
Non-Executive Director Kjeld Thygesen is a mining investment
veteran of more than 45 years. After being a mining analyst at
James Capel in the latter half of the 1970's he was manager of the
commodities department at Rothschild Asset Management between
1980-89. In 1990 he formed Lion Resource Advisors as a specialist
adviser in the mining and natural resource sectors. LRA was the
advisor to the Midas Fund in the US between 1992 -2000, which was
one of the top performing funds during that period. From 2002-2008
he was Investment director of Resources Investment Trust, a London
listed investment trust which returned a threefold investment
during that period. He has served on several mining company boards
over the past twenty years.
Alex Borrelli
Non-Executive Director Alex Borrelli, FCA, initially studied
medicine and then qualified as a chartered accountant with
Deloitte, Haskins & Sells, London in 1982. He then worked in
corporate finance at Guinness Mahon, Samuel Montagu and as a
corporate finance and main board director at Charterhouse. His
subsequent investment banking business included nine years as Head
of Corporate Finance and AIM Nomad qualified executive at Shore
Capital. He has acted on a wide variety of corporate transactions
in a senior role for over 20 years, including flotations,
takeovers, mergers, and acquisitions for private and quoted
companies. For the last 15 years, he has been acting as chairman
and director of various listed companies, including AIM-listed
Greatland Gold PLC, Xpediator PLC, Tiger Royalties and Investments
PLC, Bradda Head Lithium Limited and Red Rock Resources PLC.
Evan Kirby
Dr Kirby, aged 71, is a metallurgist with over 40 years' of
international involvement. He worked initially in South Africa for
Impala Platinum, Rand Mines and then Rustenburg Platinum Mines.
Then in 1992, he moved to Australia to work for Minproc Engineers
and then Bechtel Corporation. After leaving Bechtel in 2002, he
established his own consulting company to continue with his ongoing
mining project involvement. Evan's personal "hands on" experience
covers the financial, technical, engineering and environmental
issues associated with a wide range of mining and processing
projects.
Other current directorships
Technical director of Jubilee Metals Group PLC (Aim listed),
Non-executive director of Europa Metals Ltd (listed on AIM and AltX
of the JSE), and Director of private companies, Metallurgical
Management Services Pty Ltd, and Bezant Resources Plc
Former directorships in the last 5 years
Balama resources Pty Ltd, New Energy Minerals Limited (formerly
Mustang Resources Limited and ASX listed), Nyota Minerals Limited
(listed on AIM and ASX), Nyota Minerals (UK) Limited and Kefi
Minerals (Ethiopia) Limited (formerly named Nyota Minerals
(Ethiopia) Limited).
DIRECTORS' REMUNERATION REPORT
This Remuneration Report sets out the Group's policy on the
remuneration of Directors, together with details of Directors'
remuneration packages and service contracts for the year ended 29
December 2021.
Directors' remuneration
Remuneration of the Directors for the years ended 29 December
2021 and 2020 was as follows:
2021 2020
Total Total
Emoluments Emoluments
GBP GBP
C Bird 60,000 32,250
K Thygesen - -
M A Borrelli - 47,040
E Kirby - -
A R Gardner-Hillman (resigned 27 October 2020) - 13,750
Total 60,000 93,040
------------ ------------
M A Borrelli resigned as a director on 8 October 2020 and was
reappointed on 9 February 2022. He was paid GBP16,000 for providing
corporate and company secretarial services during 2021.
Pension arrangements
There were no pensions or other similar arrangements in place
with any of the Directors during the years ended 29 December 2021
or 2020.
Directors' Interests
The interests (as de ned in the Companies Act) of the Directors
holding of ce during the period to date in the share capital are
shown below:
Ordinary shares of Ordinary shares
0.0003p of 1p
29 December 2021 29 December 2020
C Bird 16,875 506,250
K Thygesen - -
M A Borrelli 82,777 2,483,332
Former directors
A R Gardner-Hillman - -
Other than as set out above, none of the Directors at 29
December 2021 held any interest in shares of the Company during the
year.
The Company was admitted to the Standard Listing on the Official
List trading on the Main Market of the London Stock Exchange with
effect from 6 May 2022 and hence the Companies Act 2006
requirements for a quoted company to prepare a Directors
remuneration report are not applicable for the financial year ended
29 December 2021.
This report was approved by the Board on 29 June 2022 and signed
on its behalf by:
C Bird
Chairman
29 June 2022
CORPORATE GOVERNANCE STATEMENT
The Company is managed under the direction and supervision of
the Board of Directors. Among other things, the Board sets the
vision and strategy for the Company in order to effectively
implement the Company's business model.
Good corporate governance creates shareholder value by improving
performance while reducing or mitigating risks that the Company
faces as we seek to create sustainable growth over the medium to
long-term. It is my role as Chairman to lead the Board effectively
and to oversee the adoption, delivery and communication of the
Company's corporate governance model.
The Listing Rules to require all companies admitted to the
Standard Segment of the FCA's Official List to adopt and comply
with a recognised corporate governance code, the Board has adopted
the Quoted Companies Alliance Corporate Governance Code (the
"Code"). It was decided that the Code was more appropriate for the
Company's size and stage of development than the more prescriptive
Financial Reporting Council's UK Corporate Governance Code.
The Company will hold timely board meetings as issues arise
which require the attention of the Board. The Board is responsible
for the management of the business of the Company, setting the
strategic direction of the Company and establishing the policies of
the Company. It is the Directors' responsibility to oversee the
financial position of the Company and monitor the business and
affairs of the Company, on behalf of the Shareholders, to whom they
are accountable. The primary duty of the Directors is to act in the
best interests of the Company at all times. The Board also
addresses issues relating to internal control and the Company's
approach to risk management and has formally adopted an
anti-corruption and bribery policy.
The Directors have established an audit committee and a
remuneration committee with formally delegated duties and
responsibilities. There is no separate Nomination Committee given
the size of the Board and, during the year, no such committee met.
All Director appointments are approved by the Board as a whole.
Evan Kirby and Kjeld Thygesen are considered by the Board to be
independent Non-Executive Directors.
Audit committee
The audit committee, which currently comprises Alex Borrelli
(Chairman of the Audit Committee), Evan Kirby and Kjeld Thygesen
and has the primary responsibility for monitoring the quality of
internal control and ensuring that the financial performance of the
Company is properly measured and reported on and for reviewing
reports from the Company's auditors relating to the Company's
accounting and internal controls. The committee is also responsible
for making recommendations to the Board on the appointment of
auditors and the audit fee and for ensuring the financial
performance of the Company is properly monitored and reported. The
audit committee will meet not less than three times a year.
Remuneration committee
The remuneration committee, which currently comprises Evan Kirby
(Chairman of the Remuneration Committee), Kjeld Thygesen and Alex
Borrelli and is responsible for the review and recommendation of
the scale and structure of remuneration for senior management,
including any bonus arrangements or the
award of share options with due regard to the interests of the
Shareholders and the performance of the Company.
Share Dealing Code
The Company has adopted, with effect from Admission, a share
dealing policy regulating trading and confidentiality of inside
information for the Directors and other persons discharging
managerial responsibilities (and their persons closely associated)
which contains provisions appropriate for a company whose shares
are admitted to trading on the Official List (particularly relating
to dealing during closed periods which will be in line with the
Market Abuse Regulation). The Company will take all reasonable
steps to ensure compliance by the Directors and any relevant
employees with the terms of that share dealing policy.
DIRECTORS' REPORT
The Directors present their report together with the audited
nancial statements, for the year ended 29 December 2021.
RESULTS AND DIVIDS
The results for the period are set out in the Statement of
Comprehensive Income on page 24. The Directors do not recommend the
payment of a dividend on the ordinary shares (2020: nil).
DIRECTORS
The names of the Directors who served throughout the period and
subsequent to the year end, except where shown otherwise, are as
follows:
C Bird
K Thygesen
M A Borrelli (appointed 9 February 2022)
E Kirby (appointed 9 February 2022)
DIRECTORS' REMUNERATION
The Directors' remuneration is detailed in the Directors'
Remuneration Report on pages 11 to 12
DIRECTORS' AND OFFICERS' INDEMNITY INSURANCE
The Group has purchased Directors' and Officers' liability
insurance which provides cover against liabilities arising against
them in that capacity.
ISSUES OF SHARES, OPTIONS AND WARRANTS
There were no issues of ordinary shares and no share options
were granted during the year.
Shareholders approved at the AGM on 4 February 2021 a new share
option scheme ("Executive Share Option Scheme") for its directors,
senior management, consultants and employees on the following
terms: (i) the number of options to be issued shall not exceed 10%
of the issued share capital of the Company from time to time; (ii)
the exercise price of the options shall be determined by the
remuneration committee of the Board of Directors of the Company
based on a) the last fundraising by the Company whilst its shares
are not traded on a stock exchange; and b) once the Company's
shares are traded on a stock exchange the volume weighted average
share price of the Company in the 30 days preceding the issue of
the options save that in the 30 days post admission of the
Company's shares to trading on a stock exchange ("Admission") any
options may be issued at the placing price of any fundraising
completed at Admission; (iii) the allocation of the options shall
be determined by the remuneration committee of the Board of
Directors of the Company; (iv) the options should vest in
accordance with the terms of the Executive Share Option Scheme; and
(v) the options should be exercised within ten years of the date of
this resolution. This resolution revokes and replaces all
unexercised authorities previously granted to the Company to
establish any share option schemes for its directors, senior
management, consultants and employees but without prejudice to any
allotment of shares or grant of rights already made, offered or
agreed to be made pursuant to such authorities.
FINANCIAL INSTRUMENTS
An explanation of the Company's financial risk management
objectives, policies and strategies is set out in note 18
COVID-19
The COVID-19 pandemic announced by the World Health Organisation
in the period initially had a markedly negative impact on global
stock markets although many sectors and stock market losses have
been recovered there is increased volatility as stock markets react
to ongoing news in relation to the short-term and long-term impact
of COVID-19 and the financial implications of the economic stimulus
packages adopted by most governments to protect and / or support
their economies this has also, affected currencies and general
business activity.
The Company has developed a work at home policy and adopts local
procedures for exploration activities to address the health and
wellbeing of its directors, consultants and contractors, and their
families, in the face of the COVID-19 outbreak. As such COVID-19 is
no longer expected to have an impact on the operations of the
company.
IMPACT OF UKRAINE CONFLICT
The Directors are aware of the Ukraine conflict and related
sanctions but there is no impact on the Company as it has no assets
or business activities or suppliers with links in Ukraine or Russia
and is not aware of any persons sanctioned in relation to the
Ukraine conflict owning shares in the Company.
EVENTS AFTER THE REPORTING DATE
Events after the reporting date have been disclosed in Note 21
to the Financial Statements.
STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO THE
AUDITORS
The Directors, who were in office at the date of approval of
this report, confirm that, so far as they are aware, there is no
relevant audit information of which the Company's auditor is
unaware and that they have taken all reasonable steps to make
themselves aware of any relevant audit information and to establish
that the Company's auditor is aware of that information.
The Directors are responsible for preparing the financial
statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ("DTR") and
with International Financial Reporting Standards as adopted by the
United Kingdom.
The Directors confirm to the best of their knowledge that:
-- the financial statements have been prepared in accordance
with the relevant financial reporting framework and give a true and
fair view of the assets, liabilities, financial position and profit
or loss of the Group and the Company; and
-- the Strategic Report and Directors' Report include a fair
review of the development and performance of the business and the
financial position of the Group and the Company, together with a
description of the principal risks and uncertainties that it faces;
and
-- the annual report and financial statements, taken as a whole,
are fair, balanced, and understandable and provide the information
necessary for shareholders to assess the Group's position,
performance, business model and strategy.
This con rmation is given and should be interpreted in
accordance with the provisions of Section
418 of the Companies Act 2006.
AUDITORS
Crowe U.K. LLP have expressed their willingness to continue in
of ce as auditors.
A resolution proposing the re-appointment of the auditors Crowe
U.K. LLP will be put to shareholders at the Annual General
Meeting.
Approved by the Board of Directors and signed on behalf of the
Board.
C Bird
Chairman
29 June 2022
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and the nancial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare nancial statements
for each nancial year. 'Under that law the directors have prepared
financial statements in accordance with UK adopted International
Accounting Standards (IFRSs)'
The nancial statements are required by law and IFRSs as adopted
by the UK to present fairly the nancial position of the Company and
the nancial performance of the Company. The Companies Act 2006
provides in relation to such nancial statements that references in
the relevant part of that Act to nancial statements giving a true
and fair view are references to their achieving a fair
presentation.
Under company law the Directors must not approve the nancial
statements unless they are satis ed that they give a true and fair
view of the state of affairs of the Company and of the pro t or
loss of the Company for that period.
In preparing the nancial statements, the Directors are required
to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosure and
explained in the financial statements;
-- prepare the Strategic Report and Directors' report which
comply with the requirements of the Companies Act 2006; and
-- prepare nancial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in
business.
The Directors are responsible for keeping adequate accounting
records that are suf cient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
nancial position of the Company and enable them to ensure that the
nancial statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and nancial information included on the Kendrick
Resources PLC website www.kendrickresources.com .
Legislation in the United Kingdom governing the preparation and
dissemination of nancial statements may differ from legislation in
other jurisdictions.
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF KRICK RESOURCES PLC
Opinion
We have audited the financial statements of Kendrick Resource
plc (the "Company") for the year ended 29 December 2021 which
comprise the statement of comprehensive income, statement of
financial position, statement of cash flow, statement of changes in
equity and notes to the financial statements, including significant
accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and UK-adopted
international accounting standards.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 29 December 2021 and of its loss for the year then
ended;
-- have been properly prepared in accordance with UK-adopted international accounting standards;
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 3 in the financial statements, which
indicates that the Company requires funding from time to time to
finance its exploration and ongoing administrative activities. M
anagement has successfully raised money in the past, but there can
be no guarantee that adequate funds will be available when needed
in the future. These events or conditions, indicate that a material
uncertainty exists that may cast significant doubt on the company's
ability to continue as a going concern. Our opinion is not modified
in respect of this matter.
In auditing the financial statements, we have concluded that the
directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the directors' assessment of the company's ability to
continue to adopt the going concern basis of accounting
included
We assessed the appropriateness of the approach, assumptions and
arithmetic accuracy of the model used by management when performing
their going concern assessment. We evaluated the Directors'
assessment of the Group's ability to continue as a going concern,
including challenging the underlying data and key assumptions used
to make the assessment.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the financial statements as a whole to be GBP10,000
(2020: GBP3,900), based on a percentage of the Company's total
assets (2021: 2%; 2020: 2%)
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Performance materiality was set at 70% of materiality for the
financial statements as a whole, which equates to GBP7,000 (2020:
GBP2,700).
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Audit Committee to report to it all
identified errors in excess of GBP300 (2020: GBP120). Errors below
that threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
Our audit approach was developed by obtaining a thorough
understanding of the company's activities and is risk based. Based
on this understanding we assessed those aspects of the company's
transactions and balances which were most likely to give rise to a
material misstatement and were most susceptible to irregularities
including fraud or error. Specifically, we identified what we
considered to be key audit matters and planned our audit approach
accordingly. We undertook a fully substantive audit with a
combination of analytical procedures and substantive testing on
significant transactions, balances and disclosures. The accounting
records of the Company are maintained in the UK and due to the
nature of the Company during the year, there were no operating
locations that the audit team considered it necessary to visit.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
Going concern was identified as the only key audit matter and
has been addressed within the "Material uncertainty relating to
going concern" section of the audit report.
Our audit procedures in relation to this matter were designed in
the context of our audit opinion as a whole. They were not designed
to enable us to express an opinion on these matters individually
and we express no such opinion.
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditor's
report thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated
in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the part of the directors' remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion based on the work undertaken in the course of our
audit
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the directors' report and the strategic report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the financial statements and the part of the directors'
remuneration report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of directors'
responsibilities set out on page 18 the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
-- We obtained an understanding of the legal and regulatory
frameworks within which the company operates, focusing on those
laws and regulations that have a direct effect on the determination
of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were
relevant company law and taxation legislation in the UK
jurisdictions in which the Group operates.
-- We identified the greatest risk of material impact on the
financial statements from irregularities, including fraud, to be
the override of controls by management. Our audit procedures to
respond to these risks included enquiries of management about their
own identification and assessment of the risks of irregularities,
sample testing on the posting of journals and reviewing accounting
estimates for biases.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that some material misstatements of the financial
statements may not be detected, even though the audit is properly
planned and performed in accordance with the ISAs (UK). The
potential effects of inherent limitations are particularly
significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully organized
schemes designed to conceal it, including deliberate failure to
record transactions, collusion or intentional misrepresentations
being made to us. A further description of our responsibilities for
the audit of the financial statements is located on the Financial
Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor's report.
Other matters which we are required to address
We were appointed by the board on 09 June 2022 to audit the
financial statements for the period ending 29 December 2021. Our
total uninterrupted period of engagement is 8 years, covering the
periods ending 30 June 2014 to 29 December 2021.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
company in conducting our audit.
Subsequent to the year end, we have provided corporate finance
services in relation to the Company's admission to the Main Market
of the London Stock Exchange in May 2022.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
John Glasby
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
London
29 June 2022
S TA TEMEN T OF COMPREHENSIVE INCOME
Year ended 29 December 2021
Year to Year to
29 December 29 December
2021 2020
Notes GBP GBP
Administrative expenses (289,255) (190,623)
Gain on disposal of investment 51,931 14,663
(Loss)/Gain in fair value of investment (86,413) 142,778
Impairment charge - -
Operating profit/(loss) 5 (323,737) (33,182)
Finance expense (1,249) (251)
Profit/(Loss) before tax (324,986) (33,433)
Taxation 8 - -
Profit/(Loss) for the period (324,986) (33,433)
Other comprehensive income - -
Total comprehensive loss for the
year (324,986) (33,433)
The notes on page 28 to 44 form part of these of financial
statements.
All amounts are derived from continuing operations.
S TA TEMEN T OF FINANCIAL POSITION
A s at 29 December 2021
Compan y No. 0240 1 127
29 December 29 December
2021 2020
Notes GBP GBP
Assets
Non-current assets
Property, plant and equipment 10 2,050 10,670
Investment in Nordic Projects and
related transaction costs 12 673,755 -
675,805 10,670
Current assets
Current asset investment 11 102,932 223,340
Trade and other receivables 13 89,488 10,928
Cash and cash equivalents 16,871 9,496
209,291 243,764
Total assets 885,096 254,434
Liabilities
Current liabilities
Trade and other payables 14 441,959 165,811
Convertible loan notes 17 679,500 -
Total liabilities 1,121,459 165,811
Net assets/(liabilities) (236,363) 88,623
Equity
Share capital 15 22,929,743 22,929,743
Share premium 15 25,027,278 25,027,278
Merger reserve 1,824,000 1,824,000
Accumulated losses (50,017,384) (49,692,398)
Total equity (236,363) 88,623
The financial statements were approved by the Board of Directors
and authorised for issue on 29 June 2022 and were signed on its
behalf by
C Bird
Chairman
S TA TEMEN T OF CASH FLOW
for the year ended 29 December 2021
Year to 29 Year to
December 29 December
2021 2020
GBP GBP
Cash flows from operating activities
Loss before tax (324,986) (33,433)
Adjustments to reconcile net losses
to cash utilised :
Depreciation of property, plant and
equipment 10 8,620 10,056
Gain on disposal of investment shares (38,444) (14,663)
Loss/(Gain) in fair value of investment
at reporting date 86,413 (142,778)
Operating cash outflows before movements
in working capital (268,397) (180,818)
Changes in:
Trade and other receivables (78,560) 90,992
Trade and other payables 276,148 3,517
Net cash outflow from operating
activities (70,809) (86,309)
Investing activities
Proceeds of sale of Investment shares 72,439 58,409
Investment in Nordic Projects and
related transaction costs 12 (673,755) -
Net cash inflow from investing activities: (601,316) 58,409
Cash flows from financing activities
Proceeds from issue of convertible
loan notes 679,500 -
Net cash inflow from financing activities 679,500 -
Net increase/(decrease) in cash
and cash equivalents 7,375 (27,900)
Cash and cash equivalents at beginning
of period 9,496 37,396
Cash and cash equivalents at end
of period 16,871 9,496
S TA TEMEN T OF CHANGES IN EQUITY
Year ende d 29 December 2021
Share capital Share premium Merger Accumulated Total equity
reserve losses
GBP GBP GBP GBP GBP
As at 29 December (49,658,965
2019 22,929,743 25,027,278 1,824,000 ) 122,056
Total comprehensive
loss for the
year - - - (33,433) (33,433)
Other comprehensive
income - - - - -
As at 29 December
2020 22,929,743 25,027,278 1,824,000 (49,692,398) 88,623
Total comprehensive
loss for the
year - - - (324,986) (324,986)
Other comprehensive
income - - - - -
As at 29 December
2021 22,929,743 25,027,278 1,824,000 (50,017,384) (236,363)
Reserves Description and purpose
Share capital - amount subscribed for share capital at nominal
value
Share premium - amounts subscribed for share capital in excess of nominal value
Merger reserve - amount arising from the issue of shares for
non-cash consideration
Accumulated losses - cumulative net gains and losses recognised
in the consolidated income statement
NOTES TO THE FINANCIAL STATEMENTS
Year ended 29 December 2021
1. GENERAL INFORMATION
Kendrick Resources PLC (the 'Company' or "Kendrick") is
incorporated and domiciled in the United Kingdom. The address of
the registered office is 7/8 Kendrick Mews, London SW7 3HG.
The Company's period being reported on in these accounts is for
the year to 29 December 2021. The comparative period is for the
year to 29 December 2020.
2. ADOPTION OF NEW AND REVISED STANDARDS
A number of new standards and amendments to standards and
interpretations have been issued but are not yet effective and, in
some cases, have not yet been adopted by the UK.
The directors do not expect that the adoption of these standards
will have a material impact on the financial statements of the
Company in future periods.
3. SIGNIFICANT ACCOUNTING POLICIES
B a s i s of p r e p a r at i on
The financial statements have been prepared in accordance with
UK-adopted international accounting standards ('IFRS') and those
parts of the Companies Act 2006 applicable to companies reporting
under IFRSs.
The principal accounting policies adopted are set out below.
The financial statements are presented in Pounds Sterling
("GBP").
Going concern
The operational requirements of the Company comprise maintaining
a Head Office in the UK with a Board of one executive Director and
three non-executive Directors, and one consultant for, amongst
other things, determining and implementing strategy and managing
operations.
As at 29 December 2021, the company had net liabilities of
GBP236,363. Subsequent to the year end the Company has raised
GBP3.25m from the issue of ordinary shares following the admission
to the Standard Listing on the Official List trading on the Main
Market of the London Stock Exchange on 6 May 2022. The Directors
have prepared financial projections and plans for a period of at
least 12 months from the date of approval of these financial
statements. Based on the current management plan, management
believes that these funds are sufficient for the expenditure to
date as well as the planned exploration activities for the
forthcoming twelve months.
The company currently has no income and meets its working
capital requirements through raising development finance. In common
with many businesses engaged in exploration and evaluation
activities prior to production and sale of minerals the company
will require additional funds and/or funding facilities in order to
fully develop its business plan. Ultimately the viability of the
company is dependent on future liquidity in the exploration period
and this, in turn, depends on the company's ability to raise funds
to provide additional working capital to finance its ongoing
activities. Management has successfully raised money in the past,
but there is no guarantee that adequate funds will be available
when needed in the future. As there can be no guarantee that the
required future funding can be raised in the necessary timeframe, a
material uncertainty exists that may cast significant doubt on the
Company's future 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. The financial
statements do not include the adjustments that would result if the
Company was unable to continue in operation.
Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the balance sheet liability method. Deferred tax
liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets
and liabilities are not recognised if the temporary difference
arises from the initial recognition of goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction that affects neither the tax
profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Company is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled, or the asset is
realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity.
Property, plant and equipment
Property, plant and equipment are carried at cost less
accumulated depreciation and any recognised impairment loss.
Depreciation and amortisation is charged so as to write off the
cost or valuation of assets, other than land, over their estimated
useful lives, using the straight-line method, on the following
bases:
Office equipment and computers
The gain or loss arising on disposal or retirement of an asset
is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in the income
statement.
Investment in subsidiaries
In the Company's financial statements, investment in
subsidiaries are stated at cost and reviewed for impairment if
there are any indications that the carrying value may not be
recoverable.
Financial instruments
Recognition of financial assets and financial liabilities
F i n a ncial a sse ts and f i n ancial lia b i l i t i es a re
r e c o g n is ed on the Company 's bal ance she et when the
Company b e comes a p a r ty to t he c ont ra c t u al pr o v isi o
ns of t he i n s t r u m ent.
De-recognition of financial assets and financial liabilities
The Company derecognises a financial asset only when the
contractual rights to cash flows from the asset expire; or it
transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another entity. If the Company
neither transfers nor retains substantially all the risks and
rewards of ownership and continues to control the transferred
asset, the Company recognises its retained interest in the asset
and an associated liability for the amount it has to pay. If the
Company retains substantially all the risks and rewards of
ownership of a transferred financial asset, the Company continues
to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received. The Company
derecognises financial liabilities when the Company's obligations
are discharged, cancelled or expired.
Loans and receivables
Trade and other receivables are measured at initial recognition
at fair value, and are subsequently measured at amortised cost less
any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, and other short-term highly liquid investments that are
readily convertible to a known amount of cash with three months or
less remaining to maturity and are subject to an insignificant risk
of changes in value.
Impairment of financial assets
The Company assesses on a forward-looking basis the expected
credit losses associated with its receivables carried at amortised
cost. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. For trade and other
receivables, the Company applies the simplified approach permitted
by IFRS 9, resulting in trade and other receivables recognised and
carried at amortised cost less an allowance for any uncollectible
amounts based on expected credit losses.
Trade and other payables
Trade and other payables are initially measured at fair value,
and are subsequently measured at amortised cost, using the
effective interest rate method.
Provisions
Provisions are recognised when the Company has a legal or
constructive obligation, as a result of past events, for which it
is probable that an outflow of economic resource will result and
that outflow can be reliably measured.
Share-based payments
The Company applies IFRS 2 Share-based Payment for all grants of
equity instruments.
The Company issues equity-settled share-based payments to its
employees. Equity-settled share-based payments are measured at fair
value at the date of grant. The fair value determined at the grant
date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Company's
estimate of the shares that will eventually vest.
Fair value is measured using the Black Scholes model. The
expected life used in the model is adjusted, based on management's
best estimate, for the effects of non-transferability, exercise
restrictions and behavioural considerations. The inputs to the
model include: the share price at the date of grant, exercise price
expected volatility, risk free rate of interest.
Share capital
Financial instruments issued by the Company are treated as
equity only to the extent that they do not meet the definition of a
financial liability. The Company's ordinary shares are classified
as equity instruments.
The Company considers its capital to be total equity. There have
been no changes in what the Company considers to be capital since
the previous period.
The Company is not subject to any externally imposed capital
requirements.
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company's accounting policies, which
are described in note 3, the Directors are required to make
judgements, estimates and assumptions about the carrying amounts of
the assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future
periods if the revision affects both the current and future
periods.
The only critical judgement and estimation that the Directors
have made in the process of applying the Company's accounting
policies and that have the most significant effect on the amounts
recognised in the financial statements is Going Concern which has
been included in note 3.
5 . LOSS FOR THE YEAR
Th e loss for the period has been arrived at after cha r ging /
(crediting):
2021 2020
GBP GBP
Depreciatio n of propert y, plant and
equipment (note 10) 8,620 10,056
Sta f f costs (note 7) 60,000 93,040
Gain on sale of investments (38,444) (14,663)
Loss/(Gain) in fair value of investment
at reporting date 86,413 (142,778)
Finance charge 1,249 251
6 . AUDITORS' REMUNERATION
The remuneration of the auditors can be analysed as follows:
2021 2020
GBP GBP
Fees payable to the company's auditor
for the audit of the company's financial
statements 30,000 15,000
Fees payable to the company's auditor
for other services:
Other services relating to taxation work - 1,150
------------------------ ------------------------
30,000 16,150
------------------------ ------------------------
7 . STAFF COSTS
2021 2020
Number Number
Directors 2 3
Consultants 2 1
------- -------
The average monthly number of employees 4 4
------- -------
Their aggregate remuneration comprised:- GBP GBP
Fees 60,000 93,040
------- -------
60,000 93,040
------- -------
Included within staff costs GBP60,000 (2020: GBP93,040) relates
to amounts in respect of Directors. The highest paid director's
emoluments were GBP60,000 (2020: GBP47,040)
8 . TAXATION
No liability to corporation tax arose for the year ended 29
December 2021 and year ended 29 December 2020, as a result of
underlying losses brought forward.
Reconciliation of effective tax rate:
2021 2020
GBP GBP
Loss before tax (324,986) (33,433)
---------- ---------
Tax credit at the standard rate of tax
in the UK 61,747 6,352
Tax effect of non-deductible expenses (1,638) (1,911)
Deferred tax not provided (60,109) (4,441)
---------- ---------
Tax for the period - -
---------- ---------
The standard rate of corporation tax in the UK applied during
the year was 19% (2020: 19%).
At 29 December 2021, the Company are carrying forward estimated
tax losses of GBP6.3m (2020: GBP6.3m) in respect of various
activities over the years. No deferred tax asset was recognized in
respect to these accumulated tax losses as there is insufficient
evidence that it is probable that the amount will be recovered in
future years.
9 . LOSS PER SHARE
The loss per share of 2.90 pence (2020: loss 0.01 pence) has
been calculated on the basis of the loss of GBP325,000 (2020: loss
GBP33,000) and on 11,190,363 (2020: 335,710,863 ) ordinary shares,
being the weighted average number of ordinary shares in issue
during the year ended 29 December 2021. During the year, the
company consolidated 30 existing shares to 1 (note 15).
10 . PROPERTY PLANT AND EQUIPMENT
Office equipment Total
and computer GBP
GBP
COMPANY
Cost
A t 29 December 2019 60,587 60,587
Additions - -
A t 29 December 2 020 60,587 60,587
Additions - -
A t 29 December 2 021 60,587 60,587
Accumulated depreciation
A t 29 December 2019 (39,861) (39,861)
Charge for the period (10,056) (10,056)
A t 29 December 2 0 20 (49,917) (39,861)
Charge for the period (8,620) (8,620)
A t 29 December 2 021 (58,537) (58,537)
Carrying amount
A t 29 December 2 021 2,050 2,050
A t 29 December 2 020 10,670 2,050
11 . CURRENT ASSET INVESTMENT
29 Dec 29 Dec
2021 2020
GBP GBP
Balance as at 29 December 2020 223,340 124,308
Additions 13,488 -
Disposals (33,996) (43,746)
Fair value through profit and loss (99,900) 142,778
--------- ---------
Balance as at 29 December 2021 102,932 223,340
========= =========
The investment represents the acquisition of 24,615,385 new
ordinary shares of Galileo Resources Plc resulting from the sale of
Star Zinc. At the start of the year the Company held 15,952,866
shares, 6,731,794 shares were disposed of during the year leaving a
balance of 9,221,072 held. In addition 8,174,387 shares in Bezant
Resources Plc were acquired, which were also held at 29 December
2021.
12 . INVESTMENT IN THE NORDIC PROJECTS AND RELATED TRANSACTION COSTS
The investment in the Nordic Projects represents the amounts
paid in taking up and extending the option to acquire various
Scandinavian assets described below together with costs incurred in
running the projects prior to the proposed acquisition including
the costs associated with the proposed listing.
On 20 January 2021, the Company was assigned by Lion Mining
Finance Ltd and Camden Park Trading Limited, companies controlled
by Colin Bird (see Note 19), a conditional agreement with Pursuit
Minerals Ltd listed on the ASX ("Pursuit") to acquire nickel and
vanadium projects in Norway, Sweden and Finland (the "Nordic
Projects") (the "Conditional Pursuit SPA") (the "Assignment
Agreement"). The Assignment Agreement is conditional on the Company
acquiring the Nordic Projects and the consideration under the
Assignment Agreement of GBP802,000 is to be settled GBP52,000 in
cash and GBP750,000 to be settled by the issue of ordinary shares
in the Company at the Loan Note Conversion Price (A 40% discount to
the Fund Raising Price of 3.25p per share at the time of the
listing).
The Conditional Pursuit SPA is conditional upon the Company; i)
listing its shares on the London Stock Exchange (the "Listing") ii)
raising a minimum of GBP1,500,000 at the Listing (the "Minimum
Fundraising at Listing" iii) completing legal due diligence on the
entities owning the Nordic Projects and on the mining titles
underlining the Nordic Projects by the long stop date which was 31
March 2021 and has been extended to 31 December 2021 by the payment
in aggregate of A$235,000 (approx. GBP126,000). Further extensions
up to 15 May 2022 (the "Long Stop Date") were agreed by increasing
the amount of the consideration payable in respect of the
Consideration Shares in clause 2(b) from GBP1,250,000 to
GBP1,475,000 satisfied through the issue by the Company of fully
paid ordinary shares at the Fund Raising Price Per Share (3.25p) at
the time of listing.
The consideration payable to Pursuit upon completion of the
Conditional Pursuit SPA is i) A$50,000 (approx. GBP27,000) which
has been paid ii) GBP1,475,000 to be settled by the Company issuing
ordinary shares in the Company at the same price (3.25p per share)
as the Minimum Fundraising at Listing at completion of the Listing.
These conditions were all met and the acquisitions crystalised when
the Company was listed following the admission to the Standard
Listing on the Official List trading on the Main Market of the
London Stock Exchange on 6 May 2022.
In addition there will be deferred consideration based on two
accretive value milestones being achieved;
a) Milestone One which triggers a A$250,000 (approx. GBP136,000)
payment in cash, is the completion by the Company (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. GBP272,000)
payment in cash is a decision to mine being made by the Company (or
any successor or assignee) in respect of any project area in the
Nordic Projects.
The Nordic Projects comprise vanadium projects in Sweden and
Finland which are owned by Pursuit and consist of competently and
comprehensively well drilled tonnages of vanadium ore, estimated at
approximately 160 million tonnes. Kendrick has paid currently due
2021 licence fees and all projects are in governmental good
standing. The Norwegian projects are for nickel and are under an
option agreement with Eurasian Minerals Sweden AB and have been
partially explored with reconnaissance programmes indicating the
potential for strike extension. Certain nickel projects have not
been invasively explored by Pursuit, but desk research indicates
that potential for nickel discovery exists.
Nickel prices have improved over the year and the metal is
expected to play a significant role in tomorrow's energy and
production world.
13 . TRADE AND OTHER RECEIVABLES
2021 2020
GBP GBP
Other receivables 890 890
Vat receivable 24,598 10,038
Other debtors 64,000 -
89,488 10,928
======== ========
The fair value of trade and other receivables is not
significantly different from the carrying value and none of the
balances are past due.
14 . TRADE AND OTHER PAY ABLES
2021 2020
GBP GBP
Trade and other payables 263,299 68,311
Amount owed to director 143,750 83,500
Accruals 34,910 14,000
441,959 165,811
========= =========
15. SHARE CAPITAL AND SHARE PREMIUM
2021 2020
Issued equity share
capital Number GBP Number GBP
Is sued and fu l ly
pa id
Ordinary shares of GBP0.0003
each 11,190,363 3,357 335,710,863 3,357,109
Deferred shares of GBP0.00999
each 335,710,863 3,353,752 - -
Deferred shares of GBP0.009
each 1,346,853,817 12,121,684 1,346,853,817 12,121,684
Deferred shares of GBP0.01 1 9 , 57 1 9 5 , 1 9 , 57 9 1 9 5 , 7
each 9 , 9 2 5 7 9 9 , 9 2 5 9 9
D e f e r r e d s h 1 81 , 3
a r es of GBP 0. 04 7 8 , 7 6 7 , 2 5 1 81 , 3 7 7 , 2 5 5
e ach 6 5 , 15 1 8 , 7 6 6 , 15 1
============ ============
22,929,743 22,929,743
============ ============
1) At the Annual General Meeting held on 4 February 2021,
shareholders approved that the 335,710,863Existing Ordinary Shares
in issue be subdivided each into one new ordinary share of
GBP0.00001 ("New Ordinary Share") and one deferred share of
GBP0.00999 ("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 GBP0.00001 each in the
share capital of the Company ("Existing Shares") be consolidated
into one (1) ordinary share of GBP0.0003 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 GBP0.01 each and GBP0.009 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
GBP5,000,000 on each ordinary share.
The deferred shares of GBP0.04 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.
16. SHARE OPTIONS
Share Options
The Company's previous share options scheme for directors and
consultants ceased on 12 June 2 020 and no options were exercised
prior to this date.
A new Executive 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.
17. CONVERTIBLE LOAN NOTES
On 30 December 2020, the Company executed a GBP210,000 unsecured
convertible loan note instrument and received subscriptions of
GBP210,000 in January 2021 in respect of the December 2020
Convertible Loan Note from private investors. The December 2020
Convertible Loan Note does not pay interest and was repaid at
Admission by the issue of 10,000,000 New Ordinary Shares at a 40%
discount to the Placing.
On 2 July 2021, the Company executed a GBP350,000 unsecured
convertible loan note instrument (the "July 2021 Convertible Loan
Note") and has received subscriptions of GBP350,000 in respect of
the July 2021 Convertible Loan Note from private investors and
GBP30,000 from Kjeld Thygesen and GBP48,000 from Colin Bird, who
are directors of the Company. The July 2021 Convertible Loan Note
did not pay interest and was repaid at Admission by the issue of i)
13,333,333 New Ordinary Shares at a 25% discount to the Placing
Price of which 1,142,857 was issued to Kjeld Thygesen and 1,828,571
to Colin Bird and ii) one (1) warrant for each New Ordinary Share
issued to the noteholders at a strike price of the Placing Price.
The 13,333,333 warrants will be valid for a period of 18 months
from Admission and 1,142,857 of the warrants will be issued to
Kjeld Thygesen and 1,828,571 to Colin Bird.
On 15 November 2021, the Company executed a GBP150,000 unsecured
convertible loan note instrument which was, with the consent of the
noteholder, subsequently increased to GBP150,000 (the "November
2021 Convertible Loan Note") and has received subscriptions of
GBP119,500 in respect of the November 2021 Convertible Loan Note
from private investors including GBP37,000 from Lion Mining Finance
Ltd, a company controlled by Colin Bird, a director of the Company.
The November 2021 Convertible Loan Note did not pay interest and
was repaid at Admission by the issue of i) 4,552,381 New Ordinary
Shares at a 25% discount to the Placing Price of which 1,409,524
was issued to Lion Mining Finance Ltd and ii) one (1) warrant for
each New Ordinary Share issued to the noteholders at a strike price
of the Placing Price. The 4,552,381 warrants will be valid for a
period of 18 months from Admission and 1,409,524 of the warrants
will be issued to Lion Mining Finance Ltd.
The Convertible loan notes have been treated as liability as it
closely resembles the charaterstics of a financial liability.
18 . FINANCIAL INSTRUMENTS
Capital risk management
The Company manages its capital to ensure that it will be able
to continue as a going concern, while maximising the return to
shareholders.
The capital resources of the Company comprises issued capital,
reserves and retained earnings as disclosed in the Statement of
Changes in Equity. The Company's primary objective is to provide a
return to its equity shareholders through capital growth. Going
forward the Company will seek to maintain a yearly ratio that
balances risks and returns of an acceptable level and also to
maintain a sufficient funding base to the Company to meet its
working capital and strategic investment needs.
Categories of financial instruments
2021 2020
GBP GBP
Financial assets
Current asset investment 102,932 223,340
Cash and cash equivalents 16,871 9,496
Other receivables 89,488 10,928
--------- ---------
209,291 243,764
========= =========
Financial liabilities classified as held
at amortised cost
Trade and other payables 263,299 68,311
Convertible loan notes 679,500 -
942,799 68,311
========= =========
Fair value of financial assets and liabilities
Fair value is the amount at which a financial instrument could
be exchanged in an arm's length transaction between informed and
willing parties, other than a forced or liquidation sale and
excludes accrued interest. Where available, market values have been
used to determine fair values.
Fair value hierarchy
The Company uses the following hierarchy for determining and
disclosing the fair value of financial instruments which are
measured at fair value by valuation technique:
Level 1 : Quoted (unadjusted) prices in active markets for
identical assets or liabilities
Level 2 : Other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly;
Level 3 : Techniques which use inputs that have a significant
effect on the recorded fair value that are not based on observable
market data
Management assessed that the fair values of current asset
investment, cash and short-term deposits, other receivables, trade
and other payables and other current liabilities approximate their
carrying amounts largely due to the short-term maturities of these
instruments.
Financial risk management objectives
Management provides services to the business, co-ordinates
access to domestic and international financial markets, monitors
and manages the financial risks relating to the operations of the
Company through internal risks reports which analyse exposures by
degree and magnitude of risks. These risks include foreign currency
risk, credit risk, liquidity risk and cash f low interest rate
risk. The Company does not enter into or trade financial
instruments, including derivative financial instruments, for
speculative purposes.
As the Company has no committed borrowings, the Company is not
exposed to any risks associated with fluctuations in interest rates
on loans. Fluctuation in interest rates applied to cash balances
held at the balance sheet date would have minimal impact on the
Company.
Foreign exchange risk and foreign currency risk management
Foreign currency exposures are monitored on a monthly basis.
Funds are transferred between the Sterling and US Dollar accounts
in order to minimise foreign exchange risk. The Company holds the
majority of its funds in Sterling.
The carrying amounts of the Company's foreign currency
denominated financial assets and monetary liabilities at the
reporting date are as follows:
Financial liabilities Financial assets
2021 2020 2021 2020
GBP GBP GBP GBP
US Dollars - - 167 3,682
Swedish Krona 118,342 - - -
Euros 1,387 - - -
Australian Dollars 1,846 - - -
Credit risk management
Credit risk refers to the risk that a counter party will default
on its contractual obligations resulting in financial loss to the
Company. The Company does not have any significant credit risk
exposure on trade receivables. The Company makes allowances for
impairment of receivables where there is an identified event which,
based on previous experience, is evidence of a reduction in the
recoverability of cash flows.
The credit risk on liquid funds (cash) is considered to be
limited because the counterparties are financial institutions with
high credit ratings assigned by international credit-rating
agencies.
The carrying amount of financial assets recorded in the
financial statements represents the Company's maximum exposure to
credit risk.
Liquidity risk management
Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due. Management monitor
forecasts of the Company's liquidity reserve, comprising cash and
cash equivalent, on the basis of expected cash flow. At 29 December
2021, the Company held cash and cash equivalent of GBP16,871 (2020:
GBP9,496) and the directors assess the liquidity risk as part of
their going concern assessment (see note 3).
The maturity of the Company's financial liabilities at the
statement of financial position date, based on the contracted
undiscounted payments as disclosed in note 14, falls within one
year and payable on demand.
The Company aim to maintain appropriate cash balances in order
to meet its liabilities as they fall due.
Maturity analysis
Company Between Between Between
2021 On In 1 and 6 6 and 12 1 and 3
T otal demand 1 month months months years
GBP GBP GBP GBP GBP GBP
============= =============== ============== ============ ============ =============
T rad e and other
payables 441,959 - 219,669 222,290 - -
Convertible loan
notes 679,500 - - 679,500 - -
Company
2020 Between Between Between
On In 1 and 6 6 and 12 1 and 3
T otal demand 1 month months months years
GBP GBP GBP GBP GBP GBP
------------- --------------- -------------- ------------ ------------ -------------
T rad e and other
payables 165,811 - 61,000 107,811 - -
19. RELATED PARTY TRANSACTIONS
Remuneration of key management personnel
The key management personnel of the Company are considered to be
the Directors. Details of their remuneration are covered in note
7.
On 20 April 2021 the Company entered into the Assignment
Agreement referred to in Note 12. The parties to the Assignment
Agreement are Lion Mining Finance Limited (a company controlled by
Colin Bird, a director of the Company), the Company and Camden Park
Trading Ltd (a company controlled by Colin Bird, a director of the
Company). The Assignment Agreement was conditional on the Company
acquiring the Nordic Projects, which occurred when the Company
listed on 6 May 2022 and the consideration under the Assignment
Agreement of GBP802,000 was settled GBP52,000 in cash and
GBP750,000 settled by the issue of ordinary shares in the Company
at the Loan Note Conversion Price (see Note 17).
The interests of the Directors in the issued share capital of
the Company following Admission, , was as follows:
Prior to Admission Post Admission
Director Number of Percentage Number of Percentage
Ordinary Shares of issued Ordinary of issued
ordinary Shares ordinary
share capital share capital
----------------- --------------- ----------- ---------------
Colin Bird* 16,875 0.15% 45,069,227 20.53%
----------------- --------------- ----------- ---------------
Kjeld Thygesen - - 2,142,857 0.98%
----------------- --------------- ----------- ---------------
Alex Borrelli 82,777 0.74% 82,777 0.04%
----------------- --------------- ----------- ---------------
Evan Kirby - - - -
----------------- --------------- ----------- ---------------
* At Admission, includes 3,695,238 shares held by Lion Mining
Finance Ltd and 33,428,571 shares held by Camden Park Trading Ltd,
companies controlled by Colin Bird
Colin Bird pursuant to the Placing agreed to subscribe for
1,571,400 of the Placing Shares at the Placing Price at Admission
and also was issued at Admission 1,571,400 Placing Warrants. To
conserve working capital during the period prior to Admission, the
Company agreed with Colin Bird that fees accruing to him would be
settled by the issue to him of Ordinary Shares at the Placing
Price. Colin Bird was issued with 4,528,571 Ordinary Shares in
satisfaction of all directors fees amounting to GBP158,500 due to
him in relation to the 4 year period from April 2018 to April 2022
at Admission
Kjeld Thygesen pursuant to the Subscription has agreed to
subscribe for 1,000,000 Subscription Shares at the Placing Price
and will also be issued at Admission 1,000,000 Subscription
Warrants,
Included in the GBP350,000 in respect of the July 2021
Convertible Loan Notes subscriptions received was GBP30,000 from
Kjeld Thygesen and GBP48,000 from Colin Bird, both directors of the
Company. Included in the GBP150,000 in respect of the November 2021
Convertible Loan Notes subscriptions received was GBP37,000 from
Lion Mining Finance Limited, a company controlled by Colin Bird, a
director of the Company. These subscriptions by Colin Bird, Kjeld
Thygesen and Lion Mining Finance Limited were on the same terms as
the other subscribers to these convertible loan notes which are
detailed in Note 17.
Colin Bird was non-executive chairman of Jubilee Metals Group
Plc (he resigned on 26 May 2022) which has an interest of 1.48% in
the Company. There were no transactions with Jubilee during the
year.
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 GBP1,000 per month. In
addition, Lion Mining Finance Limited provides basic administrative
and support services as required by the Company from
time-to-time.
20. NET DEBTS RECONCILIATION
2021 2020
GBP GBP
Cash and cash equivalent 16,871 9,496
Net debt 16,871 9,496
========== ===========
Net debt as at 29 December 9,496 37,396
Cash flow from operations (70,809) (86,309)
Proceeds from convertible loan 679,500 -
notes
Investment in Nordic Projects -
and related transaction costs (673,755)
Cash flow from sale of Investment
shares 72,439 58,409
Net debt 16,871 9,496
========== ===========
21. EVENTS AFTER THE REPORTING DATE
On 6 May 2022 the Company's shares were admitted to the Official
List (by way of a Standard Listing under Chapter 14 of the Listing
Rules) and to trading on the Main Market of the London Stock
Exchange. This followed a GBP3.25million fundraising (before
expenses) at a placing price of 3.5 pence per share. At the time of
listing the Company issued 208,321,253 new ordinary shares for
fundraising purposes and to complete the acquisition of Northern X
Finland OY and Northern X Scandinavia AB running the Nordic
projects as outlined in note 12.
On 13 May 2022 the Company exercised its option to conditionally
acquire the Espedalen, Hosanger and Sigdal nickel-copper-cobalt
exploration projects in Norway from EMX Scandinavia AB (previously
named Eurasian Minerals Sweden AB) ("EMX") by the issue of
20,226,757 new ordinary shares in the Company. Kendrick has also
made a payment of US$81,949 to EMX to meet a shortfall of this
amount in the exploration expenditure to be incurred during the
option period. The acquisition is conditional upon the Norwegian
Directorate for Mineral Administration approving the transfer of
the licenses to a wholly owned subsidiary of Kendrick. At the time
this process is completed, the Company will apply for the
20,226,757 new ordinary shares to be admitted to trading on the
Standard Segment of the London Stock Exchange.
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