TIDMJAY
RNS Number : 4526E
Bluejay Mining PLC
29 June 2023
29 June 2023
Final Results for the Period ended 31 December 2022 and Notice
of General Meeting
Bluejay Mining plc ('Bluejay' or the 'Company'), the AIM, FSE
listed and OTCQB traded exploration and development company with
projects in Greenland and Finland, is pleased to announce its Final
Results for the year ended 31 December 2022 (the 'Period').
2022 Highlights
-- 2022 Field Programme at Disko-Nuussuaq Joint Venture ('JV') with Kobold Metals completed
-- ERMA announce official support for Dundas
-- Electronic Nautical Charts published for Dundas
-- 2022 field season completed at Dundas
-- Aerial geophysical survey at Kangerluarsuk completed
-- 2022 exploration programme at the Enonkoski JV with Rio Tinto completed
-- Robert Edwards appointed as Executive Chairman to the Board of the Company
-- GBP5.3m (US$7m) raised through the issuance of new shares to progress the Dundas optimisation
Post Period
-- Executive Chairman, Robert Edwards, released a strategic
review of Bluejay and its current portfolio of assets and new
development strategy
-- Positive results from the 2022 airborne geophysical survey at
Kangerluarsuk refined existing suite of drill-ready targets
-- Drill programme at Enonkoski consisting of follow-up drilling at the Laukunlampi target
-- Drilling commenced at Hammaslahti with assays underway
-- GBP1.3 million (US$1.65m) raised through the issuance of
shares to new and existing shareholders primarily for the
advancement of Hammaslahti
Notice of General Meeting
Bluejay Mining plc, the AIM, FSE and OTCQB traded exploration
and development company with projects in Greenland and Finland, is
pleased to give notice that its Annual General Meeting ('AGM') will
be held on 27 July 2023 at 11:00am at The Washington Mayfair Hotel,
5 Curzon Street, London, W1J 5HE. Copies of the Notice of AGM and
the Form of Proxy will be posted to shareholders today and
available to view on the Company's website shortly.
Chairman's Statement
During the period under review, Bluejay was able to return to
the field for the first time post the COVID-19 pandemic.
Both the Enonkoski Nickel-Copper-Cobalt ('Ni-Cu-Co') JV Project
('Enonkoski') with Rio Tinto in Finland, and the Disko-Nuussuaq
Nickel-Copper-Cobalt-Platinum Group Metals (Ni-Cu-Co-PGM) JV
Project ('Disko') with KoBold Metals ('KoBold') in Greenland which
are both partner-funded, progressed their respective work
streams.
Bluejay was also able to complete follow up drilling at the
Dundas Ilmenite (Titanium) Project ('Dundas'), as well as progress
some valuable study work which the team can utilise to inform other
studies that we may undertake in Greenland related to mine
delivery.
The year under review also saw the Company assess its strategy,
and upon further reflection of the relative merits of the assets
within the portfolio and the results achieved to date, Bluejay has
enhanced its focus on those assets that its feels offer the best
risk/reward profile and most deserve the deployment of
shareholders' funds, which is of particular importance in a market
environment that is not cyclically supportive for mineral explorers
and developers. Our key objective is to enhance shareholder value
by developing commercial critical mineral discovery opportunities
in Greenland and Finland. I am both encouraged and assured in the
knowledge that Bluejay is fortunate to have more than one
opportunity within its current asset base to achieve this.
With this new strategy, each project in Bluejay's portfolio will
get an equal opportunity to compete for shareholders' funds, so
long as they can demonstrate that they have the potential to
maximise value for the Company's shareholders.
Where assimilation of synergistic projects can be achieved that
enhance and upgrade our current portfolio, we will pursue them
providing that there is a strong science and commercial basis to do
so. When projects do not meet hurdle rates, they will be classified
as non-core and dealt with appropriately.
Through our strategic review published in late 2022, we
determined that one of our 100% owned projects, the Hammaslahti
Copper-Zinc-Silver-Gold ('Cu-Zn-Ag-Au') Project ('Hammaslahti'),
strongly met the technical criteria to be able to drive shareholder
value within a relatively short timeframe. Previous work conducted
by the Company several years ago delineated the high potential
'E-lode' which is located parallel to historical mine workings.
Historically, Hammaslahti produced a total of seven million tonnes
of high-grade Cu-Zn-Ag-Au ore between 1971 and 1986, with all ore
lodes remaining open at depth. The discovery and expansion of E
lode makes for a compelling exploration and development
platform.
Another of our 100% owned projects that we feel can be
meaningful and is certainly of scale, is the Kangerluarsuk
Zinc-Lead-Silver+/-Cu-Ge ('Zn-Pb-Ag+/-Cu-Ge') Project
('Kangerluarsuk') in West Greenland. The results of the airborne
survey completed in 2022 confirmed management's belief that we are
dealing with a large-scale mineralised system. A maiden drilling
campaign at Kangerluarsuk was planned for the summer of 2023,
however, due to unseasonal and unexpected sea-ice conditions, we
were unable to progress on this without potentially incurring
additional risks and expenditure.
The Enonkoski Ni-Cu-Co JV Project with Rio Tinto progressed
during the period and post period, following the ground gravity
survey which commenced in November 2022. This survey showed
promising drill targets within the Makkola-Hälvälä target. This was
followed up by a diamond drilling programme undertaken at the
Laukunlampi intrusion in early 2023. The aim of this drilling
programme was to demonstrate the presence of strong metal
enrichment of economic grades of nickel, copper, and cobalt.
In the first full exploration field season under the JV
structure with Kobold Metals, Disko underwent a significant work
programme which aimed to further delineate and define drill targets
of merit. The JV maintains its constructive view of Disko and is
working collaboratively to work up a sound geological model of the
district using the extensive historical data overlain with new
perspectives.
At the corporate level, and after careful consideration, the
Board of Bluejay no longer deemed the demerger of the Disko
Exploration Ltd. subsidiary and its projects in the best interests
of shareholders. Bluejay can achieve more by utilising its existing
platform to unify the expertise of its teams in both Greenland and
Finland.
During the period, Bluejay also experienced changes in its Board
of Directors and I was proudly appointed Executive Chairman on 25
October 2022. Since my appointment we have defined a new strategy
on the Company's approach to developing its assets against a
particularly challenging market backdrop. I reiterate that Bluejay
will never progress a project without a sound strategic and
commercial basis to do so.
Moving forward in 2023, Bluejay will continue to use its new
strategy to explore and develop its projects with the aim to
increase their value to maximise value for its shareholders.
Greenland
During the Period, the first major exploration campaign
commenced at the Disko-Nuussuaq JV project. This campaign targeted
massive nickel, copper, cobalt, and platinum group metals. This
included 4,500 line-kilometre ('line-km') of aerial geophysical
survey, 2,115 line-km of a high-resolution drone magnetic survey
and a 3,030 line-km Falcon Airborne Gravity Gradiometer survey and
3,572 geochemical samples.
The geochemical samples, geophysical data and mapping data from
the exploration campaign are currently being integrated alongside
existing data and interpreted by KoBold's team utilising its AI
platforms. More data was gathered than originally expected during
the 2022 season which has prolonged the analysis time required. The
final interpretation of the data will allow the Joint-Venture to
prioritise the ratification of mineralisation targets and will form
the basis of future work.
Our 100% owned Kangerluarsuk Zn-Pb-Ag+/-Cu-Ge Project
experienced significant development, with an aerial geophysical
survey that covered 587 line-km of gravity gradiometry, magnetic
data and terrain data during the period. The positive results of
the aerial survey were fully processed in the fourth quarter of
2022 and have greatly improved the Company's confidence in what are
now drill ready targets. This is supported by multiple independent
datasets that indicate the presence of sulphide mineralisation and
the outcropping of high-grade mineralisation within our licence
area.
Historical chip samples results of 41.1% zinc and 45.5% lead and
grab samples of 9.3% lead, 1.2% copper and 596 grams per tonne
('g/t') silver confirm that we have a very high potential district
under our control, hosting what we believe to be a major
Palaeoproterozoic sedimentary basin immediately to the house and
hosted within this basin is the former Black Angel zinc-lead-silver
mine which produced 11 million tonnes of ore grading at 12.6% zinc,
4.1% lead and 29 g/t silver for its former operators, Cominco (now
Teck Resources) and Boliden.
Furthermore, the Geological Survey of Denmark and Greenland
('GEUS') has acknowledged Kangerluarsuk as containing the strongest
cluster of stream sediment zinc anomalies in Greenland, with
samples up to 2,200 parts per million zinc.
Because of the exciting characteristics Bluejay had allocated
part of the proceeds of the up-to US$6 million Subscription from
Towards Net Zero completed in February 2022, for developing the
Kangerluarsuk project through a summer drilling campaign, scheduled
for 2023.
However, due to unseasonal and unexpected weather conditions,
sea-ice was formed in the fjord leading towards Kangerluarsuk which
prevented the Company from safely operating in the project area on
time and on budget. Because of this, we were unable to continue
with the maiden drilling campaign. Kangerluarsuk Zn-Pb-Ag+/-Cu-Ge
Project remains one of the high priority assets for value creation
and we will replan and resume the campaign when it is feasible to
do so.
Our understanding of Dundas Ilmenite Project was also advanced
significantly during the period, with the publishing of the
Electronic Nautical Charts, conducted by the Danish firm, Geodata,
which covers the seaward approach and coastal waters. Dundas also
received official support from the European Raw Material Alliance
('ERMA'). Of the GBP5.3 million of fresh equity raised in March
2022 by the Company, GBP2.2 million was spent on the summer
drilling programme at Dundas. We expect to receive the revised
Mineral Resource Estimate relatively soon.
Consistent with the new strategy as outlined in the Chairman's
Review of late 2022, the Company's aim is to present a more
realisable way to develop the Dundas project.
Finland
The Enonkoski Ni-Cu-Co JV Project with Rio Tinto also progressed
during the period under review and into 2023 with exploration
programmes and surveys revealing new drilling targets.
Between May and July 2022 there was a follow-up drilling
programme at Muhelampi, with a total of three new diamond drill
holes, and one drill hole extension, that drilled a total of
1,648.20 metres ('m'). This was followed by downhole
electromagnetic surveys of selected drill holes and a top bedrock
drill programme that consisted of 60 holes, focused on new targets
and infill sampling at the targets tested by the 2021 top of
bedrock sampling.
In November 2022 a ground gravity survey was conducted at the
Makkola-Hälvälä target in the south-eastern part of the 15km
Enonkoski Ni-Cu-Co Project area. The survey consisted of 670 survey
stations with 50m station spacing and 50-100m line spacing,
conducted with the aim to generate new drilling targets. The survey
was completed in December and revealed several new drill targets of
interest at the Laukunlampi intrusion, where Bluejay conducted its
first exploration programme that consisted of 1,000-1,500m of
follow-up drilling.
The results of the first exploration programme at Enonkoski were
very encouraging and have increased the Company's confidence in the
project area. One of the drill holes returned significant intervals
of nickel sulphide-droplets and represents the highest sulphide
content of any hole that has been drilled in the Laukunlampi
intrusion to date and has thus extended the potential search space
in the area.
Post Period, a total of 951m was drilled out of the planned
1,000-1,500m campaign, and will be followed-up by another drilling
programme that consists of a single drill depth of 400m. The aim of
this follow-up drilling programme is to further test the current
geological model, which indicates that the pyroxenitic units (a
favourable rock type in the Laukunlampi intrusion that hosts
Ni-Cu-Co mineralisation) continue to the north-west.
Hammaslahti Cu-Zn-Ag-Au Project received focussed development
post period. A 2,000m drill programme conducted on the E-Lode,
confirmed the continuity of the high-grade Cu-Zn-Pb-Au-Ag ore lode.
Further indication of the high-grade mineralisation present at
Hammaslahti is the presence of polymetallic mineralisation which is
interpreted to be a partially re-mobilised volcanogenic massive
sulphide ("VMS").
The historical high-grade production, coupled with the presence
of polymetallic mineralisation, indicates the potential of the
project to enhance shareholder value. In accordance with the
Company's new strategy, Bluejay has raised GBP1.3 million in June
2023 to further the development of Hammaslahti specifically to
generate a Mineral Resource Estimate ("MRE") at the E-Lode. The
conditional divestment of the Company's Black-Shales assets to
Metals One continues.
Financial
In February 2023, Bluejay announced an equity subscription where
up to US$6 million would be received from Towards Net Zero ("TNZ"),
consisting of three tranches of US$2 million. However, shortly
following the receipt of the first tranche, the Company took the
decision with the pragmatic agreement from TNZ to terminate the
arrangement. The decision to return US$2 million of capital in
April 2023 was not taken lightly but was driven by the view that
the original benefits of the structure were outweighed by the risks
created by entering into it in the first place, and a simpler
funding route was pursued thereafter.
In June 2023, the company successfully raised US$1.7million in
new equity from new and importantly existing shareholders to
further the development of Hammaslahti Cu-Zn-Ag-Au Project instead,
following the unforeseen weather conditions that prevented workable
access to Kangerluarsuk. These funds will immediately go towards
finalising a MRE on Hammaslahti's E-Lode as well as General
Corporate purposes.
In recognition that current shareholders have already borne a
significant burden of risk in the past, Bluejay is in discussions
with two strategic entities with complimentary attributes which we
believe have the ability to strengthen both the financial and
technical capabilities of the business as we explore and develop
our portfolio of projects. This is aimed to both financially derisk
the business as well as create a unique and powerful combination of
skills.
Outlook
Despite a volatile economic and market environment, critical
minerals are essential to the global energy transition, and Bluejay
is uniquely positioned to play a pivotal role in helping to secure
a global sustainable supply of these essential minerals. The
official support for Dundas from the ERMA further indicates just
how strongly Bluejay is positioned to help supply the critical
minerals required to aid the green energy transition and other key
industries. Moreover , because Bluejay operates in jurisdictions
that are both well-endowed from a mineralogical perspective, are
mining friendly and also unlikely to undergo political instability
or threaten our ownership rights, we are confident that we will
succeed in achieving our goal.
To help with our goal of securing a global, sustainable, supply
of critical minerals, we have secured and maintained strong
relationships with globally significant partners. We have received
significant support from the Greenlandic and Danish government, as
well as partnerships with Rio Tinto, KoBold Metals and an Asian
Master Distribution partner for Dundas. In total, these
partnerships have seen approximately US$40 million contractually
committed to a number of its projects and will help Bluejay
significantly advance its portfolio of assets up the value
curve.
Located 12km north of the former high-producing Black Angel
Zn-Pb-Ag Mine, Kangerluarsuk Zn-Pb-Ag+/-Cu-Ge Project represents
huge potential for Bluejay and the opportunity to maximise
shareholder value. With the results from our surveys and geological
work, we believe that Kangerluarsuk can maximise value for
shareholders, and are immensely enthusiastic about the upcoming
drilling programme at the project.
Our ability to pivot and focus on other promising projects when
events arise that are out of our control speaks volumes of the
strength of Bluejay's project portfolio.
I look forward to updating shareholders on the development of
Hammaslahti and will provide an update on the maiden drilling
programme at Kangerluarsuk when we have a clearer timeline of when
we are able to commence drilling.
I would like to thank all who have supported our endeavours in
Greenland and Finland, and our shareholders for their faith in the
long-term potential embedded within the Bluejay proposition as we
continue to progress our strategic goals. The communities,
strategic partners and the Bluejay team itself have been immensely
supportive in our efforts to develop the Company's projects, and
their hard work has created an exciting opportunity this season at
Hammaslahti.
I look forward to the rest of the year and seeing the
progression of our projects, especially Hammaslahti, as we move
them higher up the value curve and continue to realise value from
our new strategy.
Robert Edwards
Executive Chairman
STATEMENTS OF FINANCIAL POSITION
As at 31 December 2022
Group Company
---------------------------- ----------------------------
Note 31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP GBP GBP GBP
------------------------------- ----- ------------- ------------- ------------- -------------
Non-Current Assets
Property, plant and equipment 6 1,718,337 1,802,379 26,230 30,651
Intangible assets 7 31,850,128 27,922,589 - -
Investment in subsidiaries 8 - - 43,016,524 34,509,322
Investment in Joint Venture 25 4,470,787 - - -
38,039,252 29,724,968 43,042,754 34,539,973
------------------------------- ----- ------------- ------------- ------------- -------------
Current Assets
Trade and other receivables 9 995,129 228,909 255,063 564,181
Cash and cash equivalents 10 1,996,957 2,701,792 1,366,568 2,534,964
------------------------------- ----- ------------- ------------- ------------- -------------
2,992,086 2,930,701 1,621,631 3,099,145
------------------------------- ----- ------------- ------------- ------------- -------------
Total Assets 41,031,338 32,655,669 44,664,385 37,639,118
------------------------------- ----- ------------- ------------- ------------- -------------
Non-Current Liabilities
Deferred tax liabilities 12 496,045 496,045 - -
------------------------------- ----- ------------- ------------- ------------- -------------
496,045 496,045 - -
Current Liabilities
Trade and other payables 11 524,286 630,833 281,589 365,175
524,286 630,833 281,589 365,175
------------------------------- ----- ------------- ------------- ------------- -------------
Total Liabilities 1,020,331 1,126,878 281,589 365,175
------------------------------- ----- ------------- ------------- ------------- -------------
Net Assets 40,011,007 31,528,791 44,382,796 37,273,943
------------------------------- ----- ------------- ------------- ------------- -------------
Equity attributable to owners
of the Parent
Share capital 14 7,492,041 7,484,355 7,492,041 7,484,355
Share premium 14 60,903,995 55,705,882 60,903,995 55,705,882
Other reserves 16 (5,635,169) (7,213,274) 1,377,303 1,292,323
Retained losses (22,749,860) (24,448,172) (25,390,543) (27,208,617)
------------------------------- ----- ------------- ------------- ------------- -------------
Total Equity 40,011,007 31,528,791 44,382,796 37,273,943
------------------------------- ----- ------------- ------------- ------------- -------------
The Company has elected to take the exemption under Section 408
of the Companies Act 2006 from presenting the Parent Company Income
Statement and Statement of Comprehensive Income. The profit for the
Company for the year ended 31 December 2022 was GBP1,784,303 (loss
for year ended 31 December 2021: GBP3,486,819).
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2022
Continued operations Note Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
--------------------------------------------------- ----- ------------- -------------
Revenue - -
Cost of sales 24 (629,930) (199,844)
--------------------------------------------------- ----- ------------- -------------
Gross profit (629,930) (199,844)
24
Administrative expenses 24 (1,886,271) (2,662,046)
Share of (losses) from joint venture 25 (71,956) -
Increase in share of net assets on joint
venture 25 2,457,596 -
Other (losses) 21 (112,533) (46,072)
Foreign exchange gain 103,543 18,235
Operating loss (139,551) (2,889,727)
Finance income/(expense) 19 2,653 (4,251)
Other income 20 1,801,439 187,145
Profit/(loss) before income tax 1,664,541 (2,706,833)
Income tax 22 - -
--------------------------------------------------- ----- ------------- -------------
Profit/(loss) for the year attributable
to owners of the Parent 1,664,541 (2,706,833)
--------------------------------------------------- ----- ------------- -------------
Basic and Diluted Earnings Per Share attributable
to owners of the Parent during the period
(expressed in pence per share) 23 0.16p (0.28)p
--------------------------------------------------- ----- ------------- -------------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
-------------------------------------------------- ------------- -------------
Profit/(loss) for the year 1,664,541 (2,706,833)
Other Comprehensive Income:
Items that may be subsequently reclassified
to profit or loss
Currency translation differences 1,493,125 (1,640,140)
--------------------------------------------------- ------------- -------------
Other comprehensive income/(losses) for the
year, net of tax 3,157,666 (4,346,973)
--------------------------------------------------- ------------- -------------
Total Comprehensive Income/(losses) attributable
to owners of the Parent 3,157,666 (4,346,973)
--------------------------------------------------- ------------- -------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
Note Share Share Other Retained Total
capital premium reserves losses GBP
GBP GBP GBP GBP
-----------
Balance as at 1 January
2021 7,484,232 55,620,034 (6,220,719) (21,749,624) 35,133,923
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
Loss for the year - - - (2,706,833) (2,706,833)
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
Other comprehensive
income for the year
Items that may be
subsequently reclassified
to profit or loss
Currency translation
differences - - (1,640,140) - (1,640,140)
Total comprehensive
income/(losses) for
the year - - (1,640,140) (2,706,833) (4,346,973)
Share based payments 14 123 85,848 - - 85,971
Issued Options 15 - - 655,870 - 655,870
Exercised options 15 - - (8,285) 8,285 -
Total transactions
with owners, recognised
directly in equity 123 85,848 647,585 8,285 741,841
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
Balance as at 31 December
2021 7,484,355 55,705,882 (7,213,274) (24,448,172) 31,528,791
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
Balance as at 1 January
2022 7,484,355 55,705,882 (7,213,274) (24,448,172) 31,528,791
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
Profit for the year - - - 1,664,541 1,664,541
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
Other comprehensive
income for the year
Items that may be
subsequently reclassified
to profit or loss
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
Currency translation
differences - - 1,493,125 - 1,493,125
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
Total comprehensive
income/(losses) for
the year - - 1,493,125 1,664,541 3,157,666
Issue of share capital 14 7,686 5,198,113 - - 5,205,799
Share based payments 15 - - 118,751 - 118,751
Expired options 15 - - (33,771) 33,771 -
Total transactions
with owners, recognised
directly in equity 7,686 5,198,113 84,980 33,771 5,324,550
Balance as at 31 December
2022 7,492,041 60,903,995 (5,635,169) (22,749,860) 40,011,007
---------------------------- ----- ----------- ------------ ------------ ------------- ------------
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
Note Share Share Other Retained Total
capital premium reserves losses equity
GBP GBP GBP GBP GBP
Balance as at 1 January
2021 7,484,232 55,620,034 644,738 (23,730,083) 40,018,921
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Loss for the year - - - (3,486,819) (3,486,819)
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Total comprehensive
income for the year - - - (3,486,819) (3,486,819)
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Share based payments 14 123 85,848 - - 85,971
Issued Options 15 655,870 - 655,870
Exercised options 15 - - (8,285) 8,285 -
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Total transactions
with owners, recognised
directly in equity 123 85,848 647,585 8,285 741,841
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Balance as at 31 December
2021 7,484,355 55,705,882 1,292,323 (27,208,617) 37,273,943
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Balance as at 1 January
2022 7,484,355 55,705,882 1,292,323 (27,208,617) 37,273,943
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Profit for the year - - - 1,784,303 1,784,303
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Total comprehensive
income for the year - - - 1,784,303 1,784,303
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
Issue of share capital 14 7,686 5,198,113 - - 5,205,799
Share based payments 15 - - 118,751 - 118,751
Expired options 15 - - (33,771) 33,771 -
Total transactions
with owners, recognised
directly in equity 7,686 5,198,113 84,980 33,771 5,324,550
Balance as at 31 December
2022 7,492,041 60,903,995 1,377,303 (25,390,543) 44,382,796
--------------------------- ----- ----------- ------------ ---------- ------------- ------------
STATEMENTS OF CASH FLOWS
For the year ended 31 December 2022
Group Company
---------------------------- ----------------------------
Note Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP GBP GBP GBP
--------------------------------- ----- ------------- ------------- ------------- -------------
Cash flows from operating
activities
Profit/(Loss) before income
tax 1,664,541 (2,706,833) 1,784,303 (3,486,826)
Adjustments for:
Depreciation 6 369,714 460,713 19,312 83,645
Loss on sale of property 1,362 - - -
plant and equipment
Gain on sale of financial
assets at FVTPL - (75,497) - (75,497)
Share options expense 15 118,751 655,870 118,751 655,870
Intercompany management
fees - - (542,446) (722,716)
Share of losses from joint
venture 25 71,956 - - -
Increase in share of net
asset 25 (2,457,596) - - -
Net finance (income)/costs 19 (2,653) 4,251 (807,919) (668,198)
Foreign exchange loss/(gain) 134,358 454 (2,049,375) 2,329,977
Changes in working capital:
(Increase)/Decrease in
trade and other receivables 9 (760,747) 1,377,664 833,398 1,413,873
Increase/(Decrease) in
trade and other payables 11 (108,718) (321,408) (65,420) 171,081
Net cash used in operating
activities (969,032) (604,786) (709,396) (298,791)
--------------------------------- ----- ------------- ------------- ------------- -------------
Cash flows from investing
activities
Purchase of property plant
and equipment 6 (253,799) (26,037) (14,891) (22,433)
Sale of financial assets
at FVTPL - 75,497 - 75,497
Sale of property, plant
and equipment 6 47,149 179,245 - -
Purchase of intangible
assets 7 (4,744,690) (2,887,110) - -
Interest received 4,888 379 4,859 379
Net loans granted to subsidiary
undertakings - - (5,654,746) (2,892,470)
Net cash used in investing
activities (4,946,452) (2,658,026) (5,664,778) (2,839,027)
--------------------------------- ----- ------------- ------------- ------------- -------------
Cash flows from financing
activities
Proceeds from issue of
share capital 14 5,379,999 85,970 5,379,999 85,970
Transaction costs of share
issue 14 (174,200) - (174,200) -
Repayment of loans - (62,220) - (62,220)
Interest paid (2,322) (252) (20) -
Net cash generated from
financing activities 5,203,477 23,498 5,205,779 23,750
--------------------------------- ----- ------------- ------------- ------------- -------------
Net (decrease) in cash
and cash equivalents (712,007) (3,239,314) (1,168,395) (3,114,068)
Cash and cash equivalents
at beginning of year 2,701,792 5,942,848 2,534,693 5,649,030
Exchange gain on cash
and cash equivalents 7,172 (1,742) 270 2
--------------------------------- ----- ------------- ------------- ------------- -------------
Cash and cash equivalents
at end of year 10 1,996,957 2,701,792 1,366,568 2,534,964
--------------------------------- ----- ------------- ------------- ------------- -------------
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
1. General information
The principal activity of Bluejay Mining plc (the 'Company') and
its subsidiaries (together the 'Group') is the exploration and
development of precious and base metals. The Company's shares are
listed on the AIM market of the London Stock Exchange and the open
market of the Frankfurt Stock Exchange. The Company is incorporated
and domiciled in England.
The address of its registered office is 6 Heddon Street, London
W1B 4BT.
2. Summary of significant Accounting Policies
The principal Accounting Policies applied in the preparation of
these Consolidated Financial Statements are set out below. These
Policies have been consistently applied to all the periods
presented, unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in
accordance with UK-adopted International Accounting Standards (UK
adopted IAS) in accordance with the requirements of the Companies
Act 2006. The Consolidated Financial Statements have also been
prepared under the historical cost convention, except as modified
for assets and liabilities recognised at fair value on business
combination.
The Financial Statements are presented in Pound Sterling rounded
to the nearest pound.
The preparation of financial statements in conformity with
UK-adopted IAS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in
the process of applying the Accounting Policies. The areas
involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the Consolidated
Financial Statements are disclosed in Note 4.
2.2. New and amended standards
(1) New and amended standards mandatory for the first time for
the financial periods beginning on or after 1 January 2022
The IASB issued various amendments and revisions to UK IAS and
IFRSIC interpretations which include IFRS 3 - Reference to
Conceptual Framework, IAS 37 - Onerous Contracts, IAS 16 - Proceeds
before intended use, IAS 8 - Accounting estimates and Annual
Improvements - 2018 - 2020 Cycle. The amendments and revisions were
applicable for the period ended 31 December 2022 but did not result
in any material changes to the financial statements of the Group or
Company.
ii) New standards, amendments and interpretations in issue but
not yet effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet
effective and have not been early adopted are as follows:
Standard Impact on initial application Effective date
--------------------- ---------------------------------- ---------------
IFRS 17 (Amendments) Insurance contracts 1 January 2023
---------------------------------- ---------------
IAS 1 (Amendments) Disclosure of Accounting Policies 1 January 2023
and IFRS Practice
Statement 2
---------------------------------- ---------------
IAS 8 (Amendments) Definition of Accounting Estimate 1 January 2023
---------------------------------- ---------------
IAS 12 Income Taxes Deferred Tax Related to Assets 1 January 2023
(Amendments) and Liabilities Arising from
a Single Transaction
---------------------------------- ---------------
IAS 1 (Amendments) Classification of liabilities 1 January 2023
as current or non-current
---------------------------------- ---------------
IFRS 16 (Amendments) Lease Liability in a Sale and 1 January 2024
Leaseback
---------------------------------- ---------------
The Group is evaluating the impact of the new and amended
standards above which are not expected to have a material impact on
the Group's results or shareholders' funds
2.3. Basis of Consolidation
The Consolidated Financial Statements comprise the financial
statements of the Company and its subsidiaries made up to 31
December. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over
the investee.
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement with the other vote holders of the investee;
-- Rights arising from other contractual arrangements; and
-- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control.
a) Subsidiaries
Subsidiaries are entities over which the Group has control.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are deconsolidated from the date
that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the period are included
in the consolidated financial statements from the date the Group
gains control until the date the Group ceases to control the
subsidiary.
Investments in subsidiaries are accounted for at cost less
impairment within the parent company financial statements. Where
necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with
those used by other members of the Group. All significant
intercompany transactions and balances between Group enterprises
are eliminated on consolidation.
b) Joint Venture
A joint venture (JV) is a joint arrangement in which the parties
that share joint control have rights to the net assets of the
arrangement. Joint arrangements are accounted for using the equity
method of accounting and are initially recognised at cost. The
considerations made in determining significant influence or joint
control are similar to those necessary to determine control over
subsidiaries. The aggregate of the Group's share of profit or loss
of the JV is shown on the face of the statement of profit or loss
and other comprehensive income as part of operating profit and
represents profit or loss after tax. The financial statements of
the JV are prepared for the same reporting period as the Group.
When necessary, adjustments are made to bring the accounting
policies in line with those of the Group.
After application of the equity method, the Group determines
whether it is necessary to recognise an impairment loss on its
investment in the JV. At each reporting date, the Group determines
whether there is objective evidence that the investment in the JV
is impaired. If there is such evidence, the Group calculates the
amount of impairment as the difference between the recoverable
amount of the JV and its carrying value, then recognises the loss
as 'Share of profit of a joint venture' in the statement of profit
or loss and other comprehensive income.
c) Reimbursement of the costs of the operator of the joint arrangement
When the Group, acting as lead operator or manager of a joint
arrangement, receives reimbursement of direct costs recharged to
the joint arrangement, such recharges represent reimbursements of
costs that the operator incurred as an agent for the joint
arrangement and therefore have no effect on profit or loss. When
the Group charges a management fee (based on a fixed percentage of
total costs incurred for the year) to cover other general costs
incurred in carrying out the activities on behalf of the joint
arrangement, it is not acting as an agent. Therefore, the general
overhead expenses and the management fee are recognised in the
statement of profit or loss and other comprehensive income as an
expense and income, respectively. The amount of income does not
represent revenue from contracts with customers. Instead, it
represents income
from collaborative partners and hence is outside scope of IFRS
15.
2.4. Going concern
The Consolidated Financial Statements have been prepared on a
going concern basis. The Group's business activities, together with
the factors likely to affect its future development, performance
and position are set out in the Chairman's Statement and the
Strategic Report.
As at 31 December 2022, the Group had cash and cash equivalents
of GBP1,996,957. The Directors have prepared cash flow forecasts to
30 June 2024, which take account of the cost and operational
structure of the Group and Parent Company, planned exploration and
evaluation expenditure, licence commitments and working capital
requirements. These forecasts indicate that the Group and Parent
Company's cash resources are not sufficient to cover the projected
expenditure for the period for a period of 12 months from the date
of approval of these financial statements. These forecasts indicate
that the Group and Parent Company, in order to meet their
operational objectives, and meets their expected liabilities as
they fall due, will be required to raise additional funds within
the next 12 months.
In common with many exploration and evaluation entities, the
Company will need to raise further funds within the next 12 months
in order to meet its expected liabilities as they fall due, and
progress the Group into definitive feasibility and then into
construction and eventual production of revenues. The Directors are
confident in the Company's ability to raise additional funds as
required, from existing and/or new investors, within the next 12
months. The Company has demonstrated its access to financial
resources, as evidenced by the successful completion of a Placing
in March 2022 with an equity raising of GBP5,379,999.
Given the Group and Parent Company's current cash position and
its demonstrated ability to raise capital, the Directors have a
reasonable expectation that the Group and Parent Company has
adequate resources to continue in operational existence for the
foreseeable future.
Notwithstanding the above, these circumstances indicate that a
material uncertainty exists that may cast significant doubt on the
Group and Parent Company's ability to continue as a going concern
and, therefore, that the Group and Parent Company may be unable to
realise their assets or settle their liabilities in the ordinary
course of business. As a result of their review, and despite the
aforementioned material uncertainty, the Directors have confidence
in the Group and Parent Company's forecasts and have a reasonable
expectation that the Group and Parent Company will continue in
operational existence for the going concern assessment period and
have therefore used the going concern basis in preparing these
consolidated and Parent Company financial statements.
2.5. Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker
(CODM). The CODM, who is responsible for allocating resources and
assessing performance of the operating segments, has been
identified as the Board of Directors that makes strategic
decisions.
Segment results include items directly attributable to a segment
as well as those that can be allocated on a reasonable basis.
2.6. Foreign currencies
(a) Functional and presentation currency
Items included in the Financial Statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the 'functional
currency'). The functional currency of the UK parent entity and UK
subsidiary is Pound Sterling, the functional currency of the
Finnish subsidiaries is Euros and the functional currency of the
Greenlandic subsidiaries is Danish Krone. The Financial Statements
are presented in Pounds Sterling which is the Company's functional
and Group's presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where such items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at period-end exchange rates
of monetary assets and liabilities denominated in foreign
currencies are recognised in the income statement.
(c) Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation
currency are translated into the presentation currency as
follows:
-- assets and liabilities for each period end date presented are
translated at the period-end closing rate;
-- income and expenses for each Income Statement are translated
at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on
the transaction dates, in which case income and expenses are
translated at the dates of the transactions); and
-- all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the
translation of the net investment in foreign entities, and of
monetary items receivable from foreign subsidiaries for which
settlement is neither planned nor likely to occur in the
foreseeable future, are taken to other comprehensive income. When a
foreign operation is sold, such exchange differences are recognised
in the Income Statement as part of the gain or loss on sale.
2.7. Intangible assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation
assets when it determines that those assets will be successful in
finding specific mineral resources. Expenditure included in the
initial measurement of exploration and evaluation assets and which
are classified as intangible assets relate to the acquisition of
rights to explore, topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and
activities to evaluate the technical feasibility and commercial
viability of extracting a mineral resource. Capitalisation of
pre-production expenditure ceases when the mining property is
capable of commercial production.
Exploration and evaluation assets are recorded and held at
cost
Exploration and evaluation assets are not subject to
amortisation, as such at the year-end all intangibles held have an
indefinite life, but are assessed annually for impairment. The
assessment is carried out by allocating exploration and evaluation
assets to cash generating units ('CGU's'), which are based on
specific projects or geographical areas. The CGU's are then
assessed for impairment using a variety of methods including those
specified in IFRS 6.
Whenever the exploration for and evaluation of mineral resources
in cash generating units does not lead to the discovery of
commercially viable quantities of mineral resources and the Group
has decided to discontinue such activities of that unit, the
associated expenditures are written off to the Income
Statement.
Exploration and evaluation assets recorded at fair-value on
business combination
Exploration assets which are acquired as part of a business
combination are recognised at fair value in accordance with IFRS 3.
When a business combination results in the acquisition of an entity
whose only significant assets are its exploration asset and/or
rights to explore, the Directors consider that the fair value of
the exploration assets is equal to the consideration. Any excess of
the consideration over the capitalised exploration asset is
attributed to the fair value of the exploration asset.
2.8. Investments in subsidiaries and joint venture
Investments in Group undertakings are stated at cost, which is
the fair value of the consideration paid, less any impairment
provision.
Additional contributions by the JV Partner which increase the
net assets in the joint venture, are shown as "increase in share of
net assets" in the Income Statement. This is a non-cash adjustment
and is to retain the Group's ownership in the Joint Venture at
49%.
2.9. Property, plant and equipment
Property, Plant and equipment is stated at cost less accumulated
depreciation and any accumulated impairment losses. Depreciation is
provided on all property, plant and equipment to write off the cost
less estimated residual value of each asset over its expected
useful economic life on a straight line basis at the following
annual rates:
Office Equipment - 5 years
Machinery and Equipment - 5 to 15 years
Software - 2 years
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income
statement during the financial period in which they are
incurred.
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at the end of each reporting period.
An asset's carrying amount is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount. If an impairment review is
conducted following an indicator of impairment, assets which are
not able to be assessed for impairment individually are assessed in
combination with other assets within a cash generating unit.
Gains and losses on disposal are determined by comparing the
proceeds with the carrying amount and are recognised within 'Other
(losses)/gains' in the Income Statement.
2.10. Impairment of non-financial assets
Assets that have an indefinite useful life, for example,
intangible assets not ready to use, and goodwill, are not subject
to amortisation and are tested annually for impairment. Property,
plant and equipment is reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less
costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash generating units).
Non-financial assets that suffered impairment are reviewed for
possible reversal of the impairment at each reporting date.
2.11. Financial assets
(a) Classification
The Group classifies its financial assets at amortised cost and
at fair value through the profit or loss or OCI. The classification
depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial
assets at initial recognition.
(b) Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised
on the trade date at cost - the date on which the Group commits to
purchasing or selling the asset. Financial assets are derecognized
when the rights to receive cash flows from the assets have expired
or have been transferred, and the Group has transferred
substantially all of the risks and rewards of ownership .
Fair value through the profit or loss
Financial assets that do not meet the criteria for being
measured at amortised cost or FVTOCI are measured at FVTPL.
Financial assets at FTVPL, are measured at fair value at the end
of each reporting period, with any fair value gains or losses
recognised in profit or loss. Fair value is determined by using
market observable inputs and data as far as possible. Inputs used
in determining fair value measurements are categorised into
different levels based on how observable the inputs used in the
valuation technique utilised are (the 'fair value hierarchy'):
- Level 1: Quoted prices in active markets for identical items
(unadjusted)
- Level 2: Observable direct or indirect inputs other than Level
1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market
data).
The classification of an item into the above levels is based on
the lowest level of the inputs used that has a significant effect
on the fair value measurement of the item. Transfers of items
between levels are recognised in the period they occur.
(c) Impairment of financial assets
The Group recognises an allowance for expected credit losses
(ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all
the cash flows that the Group expects to receive, discounted at an
approximation of the original EIR. The expected cash flows will
include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for
which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that
result from default events that are possible within the next
12-months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial
recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of
the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and
other receivables due in less than 12 months, the Group applies the
simplified approach in calculating ECLs, as permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk, but
instead, recognises a loss allowance based on the financial asset's
lifetime ECL at each reporting date.
The Group considers a financial asset in default when
contractual payments are 90 days past due. However, in certain
cases, the Group may also consider a financial asset to be in
default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in
full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually
occurs when past due for more than one year and not subject to
enforcement activity.
At each reporting date, the Group assesses whether financial
assets carried at amortised cost are credit impaired. A financial
asset is credit-impaired when one or more events that have a
detrimental impact on the estimated future cash flows of the
financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire, or when
it transfers the financial asset and substantially all the risks
and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised
cost, the difference between the asset's carrying amount and the
sum of the consideration received and receivable is recognised in
profit or loss. This is the same treatment for a financial asset
measured at FVTPL.
2.12. Financial liabilities
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case
of loans and borrowings and payables, net of directly attributable
transaction costs. The Group's financial liabilities include trade
and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their
classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss
include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value
through profit or loss. Financial liabilities are classified as
held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Group that are
not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also
classified as held for trading unless they are designated as
effective hedging instruments. Gains or losses on liabilities held
for trading are recognised in the statement of profit or loss and
other comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are
subsequently measured at amortised cost using the EIR method. Gains
and losses are recognised in the statement of profit or loss and
other comprehensive income when the liabilities are derecognised,
as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included as finance costs
in the statement of profit or loss and other comprehensive
income.
Derecognition
A financial liability is derecognised when the associated
obligation is discharged or cancelled or expires.
When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange
or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in profit or loss and
other comprehensive income.
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are
recognised initially at fair value and subsequently at amortised
cost.
2.13. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.14. Equity
Equity comprises the following:
-- "Share capital" represents the nominal value of the Ordinary shares;
-- "Share Premium" represents consideration less nominal value
of issued shares and costs directly attributable to the issue of
new shares;
-- "Other reserves" represents the merger reserve, foreign
currency translation reserve, redemption reserve and share option
reserve where;
o "Merger reserve" represents the difference between the fair
value of an acquisition and the nominal value of the shares
allotted in a share exchange;
o "Foreign currency translation reserve" represents the
translation differences arising from translating the financial
statement items from functional currency to presentational
currency;
o "Reverse acquisition reserve" represents a non-distributable
reserve arising on the acquisition of Finland Investments
Limited;
o " Capital redemption reserve" represents a non-distributable
reserve made up of share capital;
o "Share option reserve" represents share options awarded by the
group;
-- "Retained earnings" represents retained losses.
2.15. Share capital, share premium and deferred shares
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity, as a deduction, net of tax, from the proceeds
provided there is sufficient premium available. Should sufficient
premium not be available placing costs are recognised in the Income
Statement.
Deferred shares are classified as equity. Deferred shares have
no rights to receive dividends, or to attend or vote at general
meetings of the Company and are only entitled to a return of
capital after payment to holders of new ordinary shares of
GBP100,000 per each share held.
2.16. Share based payments
The Group operates a number of equity-settled, share-based
schemes, under which the Group receives services from employees or
third party suppliers as consideration for equity instruments
(options and warrants) of the Group. The fair value of the third
party suppliers' services received in exchange for the grant of the
options is recognised as an expense in the Income Statement or
charged to equity depending on the nature of the service provided.
The value of the employee services received is expensed in the
Income Statement and its value is determined by reference to the
fair value of the options granted:
-- including any market performance conditions;
-- excluding the impact of any service and non-market
performance vesting conditions (for example, profitability or sales
growth targets, or remaining an employee of the entity over a
specified time period); and
-- including the impact of any non-vesting conditions.
The fair value of the share options and warrants are determined
using the Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about
the number of options that are expected to vest. The total expense
or charge is recognised over the vesting period, which is the
period over which all of the specified vesting conditions are to be
satisfied. At the end of each reporting period, the entity revises
its estimates of the number of options that are expected to vest
based on the non-market vesting conditions. It recognises the
impact of the revision to original estimates, if any, in the Income
Statement or equity as appropriate, with a corresponding adjustment
to a separate reserve in equity.
When the options are exercised, the Group issues new shares. The
proceeds received, net of any directly attributable transaction
costs, are credited to share capital (nominal value) and share
premium when the options are exercised.
2.17. Taxation
No current tax is yet payable in view of the losses to date.
Deferred tax is recognised using the liability method in respect
of temporary differences arising from differences between the
carrying amount of assets and liabilities in the consolidated
financial statements and the corresponding tax bases used in the
computation of taxable profit. However, deferred tax liabilities
are not recognised if they arise from the initial recognition of
goodwill; deferred tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction
affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all
taxable temporary differences and deferred tax assets (including
those arising from investments in subsidiaries), are recognised to
the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised.
Deferred income tax assets are recognised on deductible
temporary differences arising from investments in subsidiaries only
to the extent that it is probable the temporary difference will
reverse in the future and there is sufficient taxable profit
available against which the temporary difference can be used.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred tax assets and
liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
Deferred tax is calculated at the tax rates (and laws) that have
been enacted or substantively enacted by the statement of financial
position date and are expected to apply to the period when the
deferred tax asset is realised or the deferred tax liability is
settled.
Deferred tax assets and liabilities are not discounted.
3. Financial risk management
3.1. Financial risk factors
The Group's activities expose it to a variety of financial
risks: market risk (foreign currency risk, price risk and interest
rate risk), credit risk and liquidity risk. The Group's overall
risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects
on the Group's financial performance. None of these risks are
hedged.
Risk management is carried out by the London based management
team under policies approved by the Board of Directors.
Market risk
(a) Foreign currency risk
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the Euro, Danish Krone and the British Pound.
Foreign exchange risk arises from future commercial transactions,
recognised assets and liabilities and net investments in foreign
operations.
The Group negotiates all material contracts for activities in
relation to its subsidiaries in either British Pounds, Euros, USD
or Danish Krone. The Group does not hedge against the risks of
fluctuations in exchange rates. The volume of transactions is not
deemed sufficient to enter into forward contracts as most of the
foreign exchange movements result from the retranslation of inter
company loans. The Group has sensitised the figures for
fluctuations in foreign exchange rates, as the Directors
acknowledge that, at the present time, the foreign exchange
retranslations have resulted in rather higher than normal
fluctuations which are separately disclosed, and is predominantly
due to the exceptional nature of the Euro exchange rate in the last
two years in the current economic climate. Further detail is in
note 3.3.
(b) Price risk
The Group is not exposed to commodity price risk as a result of
its operations, which are still in the exploration phase. The
Directors will revisit the appropriateness of this policy should
the Group's operations change in size or nature.
The Group has exposure to equity securities price risk, as it
holds listed equity investments.
Credit risk
Credit risk arises from cash and cash equivalents as well as
outstanding receivables. Management does not expect any losses from
non-performance of these receivables. The amount of exposure to any
individual counter party is subject to a limit, which is assessed
by the Board.
The Group considers the credit ratings of banks in which it
holds funds in order to reduce exposure to credit risk.
Liquidity risk
In keeping with similar sized mineral exploration groups, the
Group's continued future operations depend on the ability to raise
sufficient working capital through the issue of equity share
capital or debt. The Directors are reasonably confident that
adequate funding will be forthcoming with which to finance
operations. Controls over expenditure are carefully managed.
With exception to deferred taxation, financial liabilities are
all due within one year.
3.2. Capital risk management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern, to enable the
Group to continue its exploration and evaluation activities, and to
maintain an optimal capital structure to reduce the cost of
capital. In order to maintain or adjust the capital structure, the
Group may adjust the issue of shares or sell assets to reduce
debts.
At 31 December 2022 the Group had borrowings of GBPnil (31
December 2021: GBPnil) and defines capital based on the total
equity of the Company. The Group monitors its level of cash
resources available against future planned exploration and
evaluation activities and may issue new shares in order to raise
further funds from time to time.
Given the Group's level of debt versus its cash at bank and cash
equivalents, the gearing ratio is immaterial.
3.3. Sensitivity analysis
On the assumption that all other variables were held constant,
and in respect of the Group and the Company's expenses the
potential impact of a 10% increase/decrease in the UK Sterling:Euro
and UK Sterling:DKK Foreign exchange rates on the Group's loss for
the period and on equity is as follows:
Potential impact (Loss)/profit before tax Equity before tax for
on Euro expenses: for the year ended the year ended
2022 31 December 2022 31 December 2022
Group Company Group Company
Increase/(decrease)
in foreign exchange
rate GBP GBP GBP GBP
--------------------- ----------- ------------- ----------------- ---------------
10% 1,652,879 1,784,303 40,041,829 44,382,796
-10% 1,676,203 1,784,303 39,980,185 44,382,796
Potential impact Loss before tax for the Equity before tax for
on DKK expenses: year ended the year ended
2022 31 December 2022 31 December 2022
Group Company Group Company
Increase/(decrease)
in foreign exchange
rate GBP GBP GBP GBP
--------------------- -------------- ---------- -------------- ------------------
10% 1,594,828 1,784,303 40,487,435 44,382,796
-10% 1,734,254 1,784,303 39,534,579 44,382,796
4. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with
IFRS requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of expenses during the
period. Actual results may vary from the estimates used to produce
these Financial Statements.
Estimates and judgements are regularly evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
Items subject to such estimates and assumptions, that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial years,
include but are not limited to:
Impairment of intangible assets - exploration and evaluation
costs
Exploration and evaluation costs have a carrying value at 31
December 2022 of GBP31,850,128 (2021: GBP27,922,589) Such assets
have an indefinite useful life as the Group has a right to renew
exploration licences and the asset is only amortised once
extraction of the resource commences. Management tests for
impairment annually whether exploration projects have future
economic value in accordance with the accounting policy stated in
Note 2.7 . Each exploration project is subject to an annual review
by either a consultant or senior company geologist to determine if
the exploration results returned during the period warrant further
exploration expenditure and have the potential to result in an
economic discovery. This review takes into consideration long term
metal prices, anticipated resource volumes and supply and demand
outlook. In the event that a project does not represent an economic
exploration target and results indicate there is no additional
upside a decision will be made to discontinue exploration; an
impairment charge will then be recognised in the Income
Statement.
Useful economic lives of property, plant and equipment
The annual depreciation charge for property, plant and equipment
is sensitive to changes in the estimated useful economic lives and
residual values of the assets, taking into account that the assets
are not used throughout the whole year due to the seasonality of
the licence locations. The useful economic lives and residual
values are re-assessed annually. They are amended when necessary to
reflect current estimates, based on economic utilisation and the
physical condition of the assets. See note 6 for the carrying
amount of the property plant and equipment and note 2.9 for the
useful economic lives for each class of assets.
Share based payment transactions
The Group has made awards of options and warrants over its
unissued share capital to certain Directors as part of their
remuneration package. Certain warrants have also been issued to
shareholders as part of their subscription for shares and suppliers
for various services received. In the year ended 31 December 2022,
17,000,000 share options were issued during the year to Robert
Edwards.
The valuation of these options and warrants involves making a
number of critical estimates relating to price volatility, future
dividend yields, expected life of the options and forfeiture rates.
These assumptions have been described in more detail in Note
15.
5. Segment information
Management has determined the operating segments based on
reports reviewed by the Board of Directors that are used to make
strategic decisions. During the period the Group had interests in
three geographical segments; the United Kingdom, Greenland and
Finland. Activities in the UK are mainly administrative in nature
whilst the activities in Greenland and Finland relate to
exploration and evaluation work.
The Group had no turnover during the period.
Greenland Finland UK Total
2022 GBP GBP GBP GBP
----------------------------- ------------ ---------- ---------- ------------
Revenue - - - -
Cost of sales 624,214 5,716 - 629,930
Administrative expenses 676,106 230,347 979,818 1,886,271
Share of earnings from
joint venture 71,956 - - 71,956
Increase in share of
net asset (2,457,596) - - (2,457,596)
Other net gains 1,362 76 111,095 112,533
Foreign exchange - - (103,543) (103,543)
Finance expense 1,371 815 (4,839) (2,653)
Other income (1,641,536) (114,616) (45,287) (1,801,439)
------------------------------ ------------ ---------- ---------- ------------
(Profit)/loss before
tax per reportable segment (2,724,123) 122,338 937,244 (1,664,541)
Additions to PP&E 238,908 - 14,891 253,799
Additions to intangible
asset 4,634,039 110,651 - 4,744,690
Reportable segment assets 34,764,714 4,938,310 1,328,314 41,031,338
------------------------------ ------------ ---------- ---------- ------------
Greenland Finland UK Total
2021 GBP GBP GBP GBP
-------------------------------- ----------- ---------- ---------- -----------
Revenue - - - -
Administrative expenses 550,576 88,335 2,023,135 2,662,046
Foreign exchange 31,404 - (13,169) 18,235
Finance expense 2,055 1,795 401 4,251
Other income 30,105 155,540 1,500 187,145
--------------------------------- ----------- ---------- ---------- -----------
Loss before tax per reportable
segment 1,291,644 90,575 1,324,614 2,706,833
Additions to PP&E 3,604 - 22,433 26,037
Additions to intangible
asset 2,668,436 218,674 - 2,887,110
Reportable segment assets 25,257,377 4,777,642 2,620,650 32,655,669
--------------------------------- ----------- ---------- ---------- -----------
6. Property, plant and equipment
Group
Right
of use Machinery Office
assets Software & equipment equipment Total
GBP GBP GBP GBP GBP
---------------------------------- ------------ ----------- --------------- ----------- ----------
Cost
As at 1 January 2021 182,542 46,314 3,674,321 61,223 3,964,400
Exchange Differences - - (224,094) 2 (224,092)
Additions - 7,503 3,604 14,930 26,037
Disposals (182,542) - (250,093) - (432,635)
As at 31 December 2021 - 53,817 3,203,738 76,155 3,333,710
---------------------------------- ------------ ----------- --------------- ----------- ----------
As at 1 January 2022 - 53,817 3,203,738 76,155 3,333,710
Exchange Differences - - 166,306 266 166,572
Disposals - - (136,336) - (136,336)
Additions - 7,417 238,312 8,070 253,799
As at 31 December 2022 - 61,234 3,472,020 84,491 3,617,745
---------------------------------- ------------ ----------- --------------- ----------- ----------
Depreciation
As at 1 January 2021 121,695 36,361 1,209,271 40,162 1,407,489
Charge for the year 60,847 9,020 377,068 13,778 460,713
Disposals (182,542) - (70,848) - (253,390)
Exchange differences - - (83,481) - (83,481)
As at 31 December 2021 - 45,381 1,432,010 53,940 1,531,331
---------------------------------- ------------ ----------- --------------- ----------- ----------
As at 1 January 2022 - 45,381 1,432,010 53,940 1,531,331
Charge for the year - 8,435 350,402 10,877 369,714
Disposals - - (87,825) - (87,825)
Exchange differences - - 85,839 349 86,188
---------------------------------- ------------ ----------- --------------- ----------- ----------
As at 31 December 2022 - 53,816 1,780,426 65,166 1,899,408
---------------------------------- ------------ ----------- --------------- ----------- ----------
Net book value as at 31 December
2021 - 8,436 1,771,728 22,215 1,802,379
---------------------------------- ------------ ----------- --------------- ----------- ----------
Net book value as at 31 December
2022 - 7,418 1,691,594 19,325 1,718,337
---------------------------------- ------------ ----------- --------------- ----------- ----------
Depreciation expense of GBP369,714 (31 December 2021:
GBP460,713) for the Group has been charged in administration
expenses.
Company
Right of Office
use assets Software equipment Total
GBP GBP GBP GBP
------------------------- ------------ --------- ----------- ----------
Cost
As at 1 January 2021 182,542 46,314 53,942 282,798
Additions - 7,503 14,930 22,433
Disposals (182,542) - - (182,542)
------------------------- ------------ --------- ----------- ----------
As at 31 December 2021 - 53,817 68,872 122,689
------------------------- ------------ --------- ----------- ----------
As at 1 January 2022 - 53,817 68,872 122,689
Additions - 7,417 7,474 14,891
------------------------- ------------ --------- ----------- ----------
As at 31 December 2022 - 61,234 76,346 137,580
------------------------- ------------ --------- ----------- ----------
Depreciation
As at 1 January 2021 121,695 36,361 32,879 190,935
Charge for the year 60,847 9,020 13,778 83,645
Disposals (182,542) - - (182,542)
------------------------- ------------ --------- ----------- ----------
As at 31 December 2021 - 45,381 46,657 92,038
------------------------- ------------ --------- ----------- ----------
As at 1 January 2022 - 45,381 46,657 92,038
Charge for the year - 8,435 10,877 19,312
------------------------- ------------ --------- ----------- ----------
As at 31 December 2022 - 53,816 57,534 111,350
------------------------- ------------ --------- ----------- ----------
Net book value as at 31
December 2021 - 8,436 22,215 30,651
------------------------- ------------ --------- ----------- ----------
Net book value as at 31
December 2022 - 7,418 18,812 26,230
------------------------- ------------ --------- ----------- ----------
Depreciation expense of GBP19,312 (31 December 2021: GBP83,645)
for the Company has been charged in administration expenses.
7. Intangible assets
Intangible assets comprise exploration and evaluation costs.
Exploration and evaluation assets are measured at cost. Once the
pre-production phase has been entered into, the exploration and
evaluation assets will cease to be capitalised and commence
amortisation.
Group
--------------------------
31 December 31 December
Exploration & Evaluation Assets - 2022 2021
Cost and Net Book Value GBP GBP
----------------------------------- ------------ ------------
Cost
As at 1 January 36,796,174 35,641,812
Transfer of licence to JV (2,085,147) -
Additions 4,744,690 2,887,110
Exchange differences 1,267,996 (1,732,748)
As at year end 40,723,713 36,796,174
----------------------------------- ------------ ------------
Provision for impairment
As at 1 January 8,873,585 8,873,585
Impairments - -
As at year end 8,873,585 8,873,585
----------------------------------- ------------ ------------
Net book value 31,850,128 27,922,589
----------------------------------- ------------ ------------
The Dundas project in Greenland has a current JORC compliant
mineral resource of 117 million tonnes at 6.1% ilmenite (in-situ).
Exploration projects in Finland and the Disko project in Greenland
are at an early stage of development and there are no JORC (Joint
Ore Reserves Committee) or non-JORC compliant resource estimates
available to enable value in use calculations to be prepared. The
Directors therefore undertook an assessment of the following areas
and circumstances that could indicate the existence of
impairment:
-- The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
-- No further exploration or evaluation is planned or budgeted for;
-- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
-- Sufficient data exists to indicate that the book value will
not be fully recovered from future development and production.
Following their assessment, the Directors concluded that no
impairment charge was required at 31 December 2022.
8. Investments in subsidiary undertakings
Company
--------------------------
31 December 31 December
2022 2021
GBP GBP
------------------------------ ------------ ------------
Shares in Group Undertakings
At beginning of period 558,342 558,342
At end of period 558,342 558,342
------------------------------ ------------ ------------
Loans to Group undertakings 42,458,182 33,950,980
------------------------------ ------------ ------------
Total 43,016,524 34,509,322
------------------------------ ------------ ------------
Investments in Group undertakings are stated at cost, which is
the fair value of the consideration paid, less any impairment
provision.
Subsidiaries
Proportion Proportion
of ordinary of ordinary
Country shares shares held
of incorporation held by by the Group
Registered office and place parent (%) Nature
Name of subsidiary address of business (%) of business
--------------------- ----------------------- ------------------- ------------- -------------- -------------
Centurion Mining 6 Heddon Street, United
Limited London, W1B 4BT Kingdom 100% 100% Dormant
--------------------- ----------------------- ------------------- ------------- -------------- -------------
Centurion Universal 6 Heddon Street, United
Limited London, W1B 4BT Kingdom 100% 100% Holding
--------------------- ----------------------- ------------------- ------------- -------------- -------------
Finland Investments 6 Heddon Street, United
Limited London, W1B 4BT Kingdom 100% 100% Holding
--------------------- ----------------------- ------------------- ------------- -------------- -------------
FinnAust Mining Kummunkatu 23, Finland Nil 100% Exploration
Finland Oy FI-83500 Outokumpu,
Finland
--------------------- ----------------------- ------------------- ------------- -------------- -------------
FinnAust Mining Kummunkatu 23, Finland Nil 100% Exploration
Northern Oy FI-83500 Outokumpu,
Finland
--------------------- ----------------------- ------------------- ------------- -------------- -------------
Disko Exploration 6 Heddon Street, United
Limited London, W1B 4BT Kingdom 100% 100% Exploration
--------------------- ----------------------- ------------------- ------------- -------------- -------------
Dundas Titanium c/o Nuna Advokater Greenland Nil 100% Exploration
A/S ApS, Qullilerfik
2, 6, Postboks 59,
Nuuk 3900, Greenland
--------------------- ----------------------- ------------------- ------------- -------------- -------------
All subsidiary undertakings are included in the
consolidation.
The proportion of the voting rights in the subsidiary
undertakings held directly by the parent company do not differ from
the proportion of ordinary shares held.
9. Trade and other receivables
Group Company
-------------------------- --------------------------
31 December 31 December 31 December 31 December
2022 2021 2022 2021
Current GBP GBP GBP GBP
------------------------------------ ------------ ------------ ------------ ------------
Receivable from related party 873,666 4,300 - 4,306
Amounts owed by Group undertakings - - 189,988 484,476
Prepayments 50,933 75,187 49,214 70,239
VAT receivable 31,109 82,858 10,702 -
Other receivables 39,421 66,564 5,159 5,160
------------------------------------ ------------ ------------ ------------ ------------
Total 995,129 228,909 255,063 564,181
------------------------------------ ------------ ------------ ------------ ------------
The fair value of all receivables is the same as their carrying
values stated above.
At 31 December 2022 all trade and other receivables were fully
performing. No ageing analysis is considered necessary as the Group
has no significant trade receivable receivables which would require
such an analysis to be disclosed under the requirements of IFRS 7.
None of the amounts above are overdue or impaired.
The carrying amounts of the Group and Company's trade and other
receivables are denominated in the following currencies:
Group Company
-------------------------- -------------------------------
31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP GBP GBP GBP
-------------- ------------ ------------ ----------------- ------------
UK Pounds 821,767 94,946 255,063 564,181
Euros 25,353 106,173 - -
Danish Krone 148,009 27,790 - -
-------------- ------------ ------------ ----------------- ------------
995,129 228,909 255,063 564,181
-------------- ------------ ------------ ----------------- ------------
The maximum exposure to credit risk at the reporting date is the
carrying value of each class of receivable mentioned above. The
Group does not hold any collateral as security.
10. Cash and cash equivalents
Group Company
-------------------------- --------------------------
31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP GBP GBP GBP
-------------------------- ------------ ------------ ------------ ------------
Cash at bank and in hand 1,996,957 2,701,792 1,366,568 2,534,964
-------------------------- ------------ ------------ ------------ ------------
All of the UK entities cash at bank is held with institutions
with an AA- credit rating. The Finland and Greenland entities cash
at bank is held with institutions whose credit rating is
unknown.
The carrying amounts of the Group and Company's cash and cash
equivalents are denominated in the following currencies:
Group Company
-------------------------- --------------------------
31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP GBP GBP GBP
-------------- ------------ ------------ ------------ ------------
UK Pounds 1,835,746 2,571,644 1,366,568 2,534,964
Euros 35,197 85,168 - -
Danish Krone 126,014 44,980 - -
-------------- ------------ ------------ ------------ ------------
1,996,957 2,701,792 1,366,568 2,534,964
-------------- ------------ ------------ ------------ ------------
11. Trade and other payables
Group Company
-------------------------- --------------------------
31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP GBP GBP GBP
------------------ ------------ ------------ ------------ ------------
Trade payables 141,615 409,282 172,378 250,928
Accrued expenses 256,439 131,048 98,361 60,676
Other creditors 126,232 90,503 10,850 53,571
524,286 630,833 281,589 365,175
------------------ ------------ ------------ ------------ ------------
Trade payables include amounts due of GBP397,302 in relation to
exploration and evaluation activities.
The carrying amounts of the Group and Company's trade and other
payables are denominated in the following currencies:
Group Company
-------------------------- --------------------------
31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP GBP GBP GBP
-------------- ------------ ------------ ------------ ------------
UK Pounds 63,649 351,688 120,065 365,175
Euros 132,952 173,781 27,461 -
Danish Krone 327,685 105,364 134,063 -
-------------- ------------ ------------ ------------ ------------
524,286 630,833 281,589 365,175
-------------- ------------ ------------ ------------ ------------
12. Deferred tax
An analysis of deferred tax liabilities is set out below.
Group Company
------------------- ------------
2022 2021 2022 2021
GBP GBP GBP GBP
-------------------------------- --------- -------- ----- -----
Deferred tax liabilities
- Deferred tax liability after
more than 12 months 496,045 496,045 - -
-------------------------------- --------- -------- ----- -----
Deferred tax liabilities 496,045 496,045 - -
-------------------------------- --------- -------- ----- -----
The Group has additional capital losses of approximately
GBP8,661,772 (2021: GBP8,704,033) and other losses of approximately
GBP6,955,765 (2021: GBP7,234,636) available to carry forward
against future taxable profits. No deferred tax asset has been
recognised in respect of these tax losses because of uncertainty
over the timing of future taxable profits against which the losses
may be offset.
13. Financial Instruments by Category
Group 31 December 2022 31 December 2021
------------------------------------------------------------------------------- -----------------------------
Amortised FVTP Total Amortised FVTP Total
cost cost
Assets per GBP GBP GBP GBP GBP GBP
Statement
of Financial
Performance
------------------------ --------------------------- ------------------------ ---------- ----- ----------
Trade and
other
receivables
(excluding
prepayments) 944,196 - 944,196 153,722 - 153,722
Cash and cash
equivalents 1,996,957 - 1,996,957 2,701,792 - 2,701,792
------------------------ --------------------------- ------------------------ ---------- ----- ----------
2,941,153 - 2,941,153 2,855,514 - 2,855,514
------------------------ --------------------------- ------------------------ ---------- ----- ----------
31 December 2022 31 December 2021
Amortised cost Total Amortised Total
cost
Liabilities per Statement GBP GBP GBP GBP
of Financial Performance
--------------- -------- ---------- --------
Trade and other payables
(excluding non-financial
liabilities) 524,286 524,286 630,833 630,833
524,286 524,286 630,833 630,833
--------------- -------- ---------- --------
Company 31 December 2022 31 December 2021
------------------------------- -----------------------------
Amortised FVTP Total Amortised FVTP Total
cost cost
Assets per Statement GBP GBP GBP GBP GBP GBP
of Financial Performance
----------- ----- ----------- ---------- ----- ----------
Trade and other
receivables (excluding
prepayments) 205,849 - 205,849 493,492 - 493,492
Cash and cash equivalents 1,366,568 - 1,366,568 2,534,964 - 2,534,964
----------- ----- ----------- ---------- ----- ----------
1,572,417 - 1,572,417 3,028,456 - 3,028,456
----------- ----- ----------- ---------- ----- ----------
31 December 2022 31 December 2021
Amortised cost Total Amortised cost Total
Liabilities per Statement GBP GBP GBP GBP
of Financial Performance
--------------- -------- --------------- --------
Trade and other payables
(excluding non-financial
liabilities) 281,591 281,591 365,175 365,175
281,591 281,591 365,175 365,175
--------------- -------- --------------- --------
14. Share capital and premium
Group and Company Number of shares Share capital
-------------------------------------- ----------------------
31 December 31 December 31 December 31 December
2022 2021 2022 2021
----------------------------- --------------- --------------- -------------- ------------
Ordinary shares 1,049,714,747 972,857,613 104,971 97,285
Deferred shares 558,104,193 558,104,193 558,104 558,104
Deferred A shares 68,289,656,190 68,289,656,190 6,828,966 6,828,966
----------------------------- --------------- --------------- -------------- ------------
Total 69,897,475,130 69,820,617,996 7,492,041 7,484,355
----------------------------- --------------- --------------- -------------- ------------
Number of
Ordinary Share capital Share premium Total
Issued at 0.01 pence per share shares GBP GBP GBP
------------------------------------ -------------- -------------- -------------- -----------
As at 1 January 2021 971,629,460 97,162 55,620,034 55,717,196
------------------------------------ -------------- -------------- -------------- -----------
Exercise of warrants - 23 December
2021 1,228,153 123 85,848 85,971
As at 31 December 2021 972,857,613 97,285 55,705,882 55,803,167
------------------------------------ -------------- -------------- -------------- -----------
As at 1 January 2022 972,857,613 97,285 55,705,882 55,803,167
------------------------------------ -------------- -------------- -------------- -----------
Issue of new shares - 23 March
2022 (1) 76,857,134 7,686 5,198,113 5,205,799
As at 31 December 2021 1,049,714,747 104,971 60,903,995 61,008,966
------------------------------------ -------------- -------------- -------------- -----------
(1) Includes issue costs of GBP174,200
Deferred Shares (nominal value of 0.1 Number of Deferred Share capital
pence per share) shares GBP
--------------------------------------- ------------------- --------------
As at 1 January 2021 558,104,193 558,104
--------------------------------------- ------------------- --------------
As at 31 December 2021 558,104,193 558,104
--------------------------------------- ------------------- --------------
As at 1 January 2022 558,104,193 558,104
--------------------------------------- ------------------- --------------
As at 31 December 2022 558,104,193 558,104
--------------------------------------- ------------------- --------------
Deferred A Shares (nominal value of 0.1 Number of Deferred Share capital
pence per share) A shares GBP
------------------------------------------- ------------------- --------------
As at 1 January 2021 68,289,656,190 6,828,966
------------------------------------------- ------------------- --------------
As at 31 December 2021 68,289,656,190 6,828,966
------------------------------------------- ------------------- --------------
As at 1 January 2022 68,289,656,190 6,828,966
------------------------------------------- ------------------- --------------
As at 31 December 2022 68,289,656,190 6,828,966
------------------------------------------- ------------------- --------------
On 23 March 2022, the Company issued and allotted 76,857,134 new
Ordinary Shares at a price of 7 pence per share.
15. Share based payments
The Company has established a share option scheme for Directors,
employees and consultants to the Group. Share options and warrants
outstanding and exercisable at the end of the period have the
following expiry dates and exercise prices:
Options & Warrants
Exercise price in 31 December 31 December
Grant Date Expiry Date GBP per share 2022 2021
------------------ ---------------- ------------------ ------------ ------------
9 June 2017 9 June 2022 0.165 - 1,025,000
23 July 2019 23 July 2023 0.10 5,200,000 5,200,000
23 July 2019 23 July 2023 0.15 5,200,000 5,200,000
23 July 2019 23 July 2023 0.20 5,600,000 5,600,000
10 July 2020 30 July 2025 0.10 4,400,000 5,150,000
10 July 2020 30 July 2025 0.15 1,100,000 2,100,000
15 February
15 February 2021 2025 0.15 11,000,000 11,000,000
15 February
15 February 2021 2025 0.20 11,000,000 11,000,000
15 February
15 February 2021 2025 0.25 11,000,000 11,000,000
24 October 2022 1 October 2023 0.10 1,500,000 -
24 October 2022 1 October 2024 0.15 3,000,000 -
24 October 2022 1 October 2025 0.20 4,500,000 -
24 October 2022 1 October 2026 0.25 8,000,000 -
------------------ ---------------- ------------------ ------------ ------------
71,500,000 57,275,000
----------------------------------- ------------------ ------------ ------------
The Company and Group have no legal or constructive obligation
to settle or repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined
using the Black Scholes valuation model. The parameters used are
detailed below:
2017 Options 2019 Options 2019 Options 2019 Options
-------------
Granted on: 9/6/2017 23/7/2019 23/7/2019 23/7/2019
Life (years) 5 years 4 years 4 years 4 years
Share price (pence per
share) 15.5p 7.45p 7.45p 7.45p
Risk free rate 0.56% 0.5% 0.5% 0.5%
Expected volatility 31.83% 21.64% 21.64% 21.64%
Expected dividend yield - - - -
Marketability discount 20% 20% 20% 20%
Total fair value (GBP000) 34 31 5 1
2020 Options 2020 Options 2021 Options 2021 Options
-------------
Granted on: 10/7/2020 10/7/2020 15/2/2021 15/2/2021
Life (years) 5 years 5 years 4 years 4 years
Share price (pence per
share) 6.16p 6.16p 9.20p 9.20p
Risk free rate 0.5% 0.5% 0.5% 0.5%
Expected volatility 30.24% 30.24% 61.47% 61.47%
Expected dividend yield - - - -
Marketability discount 20% 20% 20% 20%
Total fair value (GBP000) 31 5 270 213
2021 Options 2022 Options 2022 Options 2022 Options
-------------
Granted on: 15/2/2021 24/10/2022 24/10/2022 24/10/2022
Life (years) 4 years 1 year 2 years 3 years
Share price (pence per
share) 9.20p 5.3p 5.3p 5.3p
Risk free rate 0.5% 3.26% 3.26% 3.26%
Expected volatility 30.24% 69.64% 69.64% 69.64%
Expected dividend yield - - - -
Marketability discount 20% 20% 20% 20%
Total fair value (GBP000) 173 6,178 16,043 30,423
2022 Options
-------------
Granted on: 24/10/2022
Life (years) 4 years
Share price (pence per
share) 5.3p
Risk free rate 3.26%
Expected volatility 69.64%
Expected dividend yield -
Marketability discount 20%
Total fair value (GBP000) 66,107
The expected volatility of the options is based on historical
volatility for the six months prior to the date of granting.
The risk-free rate of return is based on zero yield government
bonds for a term consistent with the option life.
A reconciliation of options and warrants granted over the year
to 31 December 2022 is shown below:
2022 2021
Weighted Weighted
average average
exercise exercise
Number price (GBP) Number price (GBP)
Outstanding at beginning
of period 57,275,000 0.1830 25,503,153 0.1556
Expired (1,025,000) 0.1650 - -
Forefeited (1,750,000) 0.1786 - -
Exercised - - (1,228,153) 0.0700
Granted 17,000,000 0.2058 33,000,000 0.2000
Outstanding as at period
end 71,500,000 0.1888 57,275,000 0.1830
Exercisable at period end 71,500,000 0.1888 57,275,000 0.1830
2022 2021
Range Weighted Number Weighted Weighted Weighted Number Weighted Weighted
of exercise average of shares average average average of shares average average
prices exercise remaining remaining exercise remaining remaining
(GBP) price life life price life life
(GBP) expected contracted (GBP) expected contracted
(years) (years) (years) (years)
0.05 -
2.00 0.1888 71,500,000 1.9887 1.9887 0.1830 57,275,000 3.18 3.18
During the period there was a charge of GBP118,751 (2021:
GBP655,870) in respect of share options.
16. Other reserves
Group
Foreign
currency Reverse Share
Merger translation acquisition Redemption option
reserve reserve reserve reserve reserve Total
GBP GBP GBP GBP GBP GBP
At 31 December 2020 166,000 1,205,544 (8,071,001) 364,630 114,108 (6,220,719)
Currency translation
differences - (1,640,140) - - - (1,640,140)
Expired Options - - - - (8,285) (8,285)
Issued Options - - - - 655,870 655,870
At 31 December 2021 166,000 (434,596) (8,071,001) 364,630 761,693 (7,213,274)
At 31 December 2021 166,000 (434,596) (8,071,001) 364,630 761,693 (7,213,274)
Currency translation
differences - 1,493,125 - - - 1,493,125
Expired Options - - - - (33,771) (33,771)
Issued Options - - - - 118,751 118,751
At 31 December 2022 166,000 1,058,529 (8,071,001) 364,630 846,673 (5,635,169)
17. Employee benefit expense
Group Company
Staff costs (excluding Directors) Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December
2022 2021 2022 2021
GBP GBP GBP GBP
Salaries and wages 186,994 369,708 128,618 360,134
Social security costs 38,191 99,068 34,753 64,356
Retirement benefit costs 11,324 2,049 11,324 2,049
Other employment costs 75,693 27,425 - 2,093
312,202 498,250 174,695 428,632
The average monthly number of employees for the Group during the
year was 13 (year ended 31 December 2021: 11) and the average
monthly number of employees for the Company was 6 (year ended 31
December 2021: 7).
Of the above Group staff costs, GBP105,459 (year ended 31
December 2021: GBP245,743) has been capitalised in accordance with
IFRS 6 as exploratory related costs and are shown as an intangible
addition in the year.
18. Directors' remuneration
Year ended 31 December 2022
Short-term Post-employment Share
benefits benefits based payments Total
GBP GBP GBP GBP
Executive Directors
Roderick McIllree (1) 200,212 9,250 - 209,462
Robert Edwards (2) 19,067 587 118,751 138,405
Bo Møller Stensgaard 198,000 - - 198,000
Eric Sondergaard (3) 200,466 - - 200,466
Non-executive Directors
Johannus Hansen (4) 24,167 - - 24,167
Peter Waugh 24,000 533 - 24,533
Michael Hutchinson 40,000 - - 40,000
705,912 10,370 118,751 835,033
(1) Resigned on 22 June 2022
(2) Appointed on 24 October 2022
(3) Appointed 27 January 2022; resigned 2 November 2022
(4) Resigned 26 October 2022
For the year ending 31 December 2022, a further GBP13,408 was
paid to Eric Sondergaard during his non-directorship employment in
the year.
Year ended 31 December 2021
Short-term Post-employment Share
benefits benefits based payments Total
GBP GBP GBP GBP
Executive Directors
Roderick McIllree (1) 196,534 18,500 - 215,034
Bo Møller Stensgaard 221,800 - 238,498 460,298
Non-executive Directors
Ian Henderson (2) 12,879 - - 12,879
Johannus Hansen (3) 23,309 - - 23,309
Peter Waugh 24,000 533 - 24,533
Michael Hutchinson 38,750 - - 38,750
517,272 19,033 238,498 774,803
(1) Resigned on 22 June 2022
(2) Resigned on 5 January 2021
(3) Appointed on 15 March 2021
Of the above Group directors' remuneration, GBP522,689 (31
December 2021: GBP338,296) has been capitalised in accordance with
IFRS 6 as exploratory related costs and are shown as an intangible
addition in the year.
The above figures do not include employer portion of NIC.
Directors NIC for the year ending 31 December 2022 was GBP28,747
(31 December 2021: GBP30,529). These have been included in note
17.
Details of fees paid to Companies and Partnerships of which the
Directors detailed above are Directors and Partners have been
disclosed in Note 26.
The remuneration of Directors and key executives is determined
by the remuneration committee having regard to the performance of
individuals and market trends.
19. Finance income
Group
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
Interest income/(expense) from cash and cash
equivalents 2,653 (4,251)
Finance Income/(expense) 2,653 (4,251)
20. Other Income
Group
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
Income from related parties 1,641,536 -
Other income 159,903 187,145
Finance Income/(expense) 1,801,439 187,145
Nikkeli Greenland A/S, joint venture company, was invoiced
GBP1,641,536 during the year ended 31 December 2022 for management
services provided
21. Other gain/(losses)
Group
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
Loss on disposal of property, plant and equipment (22,739) -
Foreign exchange gains/(losses) (89,794) (46,072)
Other gain/(losses) (112,533) (46,072)
22. Income tax expense
No charge to taxation arises due to the losses incurred.
The tax on the Group's loss before tax differs from the
theoretical amount that would arise using the weighted average tax
rate applicable to the losses of the consolidated entities as
follows:
Group
Year ended Year ended
31 December 31 December
2021 2020
GBP GBP
Loss before tax 1,664,541 (2,491,062)
Tax at the applicable rate of 16.75% (2021:
20.68% ) 278,871 (515,152)
Effects of:
Expenditure not deductible for tax purposes 63,453 99,228
Depreciation in excess of/(less than) capital
allowances 42,261 89,897
Net tax effect of losses carried forward (384,585) 326,027
Tax (charge)/refund - -
The weighted average applicable tax rate of 16.75% (2021:
20.68%) used is a combination of the 19% standard rate of
corporation tax in the UK, 20% Finnish corporation tax and 25%
Greenlandic corporation tax.
The Group has a potential deferred income tax asset of
approximately GBP900,508 (2021: GBP1,285,093) due to tax losses
available to carry forward against future taxable profits. The
Company has tax losses of approximately GBP6,955,765 (2021:
GBP7,234,636) available to carry forward against future taxable
profits. No deferred tax asset has been recognised on accumulated
tax losses because of uncertainty over the timing of future taxable
profits against which the losses may be offset.
The UK corporate income tax rate applicable for the year ended
December 31, 2022, is 19%. Deferred taxes on the Balance Sheet have
been measured at 25%, which represents the future corporate income
tax rate that was enacted at the balance sheet date. The Finance
Act 2021 (enacted on May 24, 2021) increased the main rate of UK
corporate income tax to 25% with effect from April 1, 2023.
23. Earnings per share
Group
The calculation of the total basic earnings per share of 0.16
pence (31 December 2021: (0.28) pence) is based on the loss
attributable to equity holders of the parent company of
GBP1,664,541 (31 December 2021: GBP2,706,833) and on the weighted
average number of ordinary shares of 1,032,448,213 (31 December
2021: 971,659,743) in issue during the year.
In accordance with IAS 33, basic and diluted earnings per share
are identical for the Group as the effect of the exercise of share
options would be to decrease the earnings per share. Details of
share options that could potentially dilute earnings per share in
future periods are set out in Note 15.
24. Expenses by nature
Group
Year ended Year ended
31 December 31 December
2022 2021
GBP GBP
Cost of Sales
Exploitation licence fees 624,214 199,844
Other 5,716 -
Total cost of sales 629,930 199,844
Administrative expenses
Employee expenses 495,425 438,982
Establishment expenses 70,184 89,137
Travel & subsistence 50,182 38,082
Professional & consultancy fees 573,035 692,470
IT & Software 25,671 19,612
Insurance 101,223 75,548
Depreciation 369,714 460,713
Share Option expense 118,751 655,870
Other expenses 82,086 191,632
------------
Total administrative expenses 1,886,271 2,662,046
Services provided by the Company's auditor and its
associates
During the year, the Group (including overseas subsidiaries)
obtained the following services from the Company's auditors and its
associates:
Group
Year Year ended
ended 31 December
31 December 2021
2022 GBP
GBP
Fees payable to the Company's auditor and its
associates for the audit of the Parent Company
and Consolidated Financial Statements 67,751 58,004
Fees payable to the Company's auditor for other
services 2,000 11,385
25. Investments in Joint Venture
During the 2021 financial year, Disko Exploration Ltd entered
into a joint venture agreement with Kobold Metals to drill in
Greenland for critical materials used in electric vehicles. On 1
February 2022, the joint venture company, Nikkeli Greenland AS
("Nikelli"), was incorporated and the specific licence's were
transferred to Nikkeli.
Proportion of ownership
interest held
Name Country of incorporation 30 June 2022 30 June 2021
Nikkeli Greenland A/S Greenland 49% -
Year ended 31
December
2022
GBP
Interest in joint venture 2,085,147
Share of loss in joint venture (71,956)
Increase in share of net asset 2,457,596
4,470,787
Summarised financial information
Year ended 31
December
2022
Nikkeli Greenland A/S GBP
Current assets 366,587
Non-current assets 8,928,292
Current liabilities 170,825
9,124,054
Year ended 31
December
2022
GBP
Revenues -
(Loss) after tax from continuing operations (146,850)
(146,850)
Year ended 31
December
2022
GBP
Opening net assets -
Loss for the period (71,956)
Other comprehensive income -
Foreign exchange differences -
Closing net assets 9,124,054
Interest in joint venture at 49% 4,470,787
Carrying value 4,470,787
The financial statements of the JV are prepared for the same
reporting period as the Group. When necessary, adjustments are made
to bring the accounting policies in line with those of the Group
(refer to note 2.3.b).
Increase in share of net assets is a non-cash adjustment to
increase the Group's ownership in the Joint Venture to 49% from
additional contributions by the JV Partner (refer to note 2.8).
Nikkeli Greenland A/S had no contingent liabilities or
commitments as at 31 December 2022.
26. Commitments
License commitments
Bluejay now owns 7 mineral exploration licenses and one
exploitation licence in Greenland. Licence 2015/08, 2020/114 and
2021/08 is a part of the Dundas project and licences 2011/31,
2020/03, 2020/06, and 2020/22 are part of the Disko projects in
Greenland. These licences include commitments to pay annual licence
fees and minimum spend requirements.
As at 31 December 2022 these are as follows:
Group
Group License Minimum Total
fees spend requirement GBP
GBP GBP
Not later than one year 142,329 1,527,187 1,669,516
Later than one year and no later than five
years 239,806 15,465,686 15,705,492
Total 382,135 16,992,873 17,375,008
27. Related party transactions
Loans to Group undertakings
Amounts receivable as a result of loans granted to subsidiary
undertakings are as follows:
Company
31 December 31 December
2022 2021
GBP GBP
------------
Finland Investments Ltd - -
FinnAust Mining Finland Oy 8,278,416 7,311,625
Centurion Mining Limited 345 345
Dundas Titanium A/S 29,470,669 23,462,907
Disko Exploration Limited 4,708,752 3,176,103
------------
At 31 December (Note 8 ) 42,458,182 33,950,980
------------
Loans granted to subsidiaries have increased during the year due
to additional loans being granted to the subsidiaries, and foreign
exchange loss of GBP2,049,375, given that no loans were repaid
during the year.
These amounts are unsecured and repayable in Euros and Danish
Krone on demand from the Company.
All intra Group transactions are eliminated on
consolidation.
Other transactions
The Group defines its key management personnel as the Directors
of the Company as disclosed in the Directors' Report.
PMW Consultancy Services, operated by Peter Waugh as a sole
trader, was paid a fee of GBP42,000 for the year ended 31 December
2022 (31 December 2021: GBP50,000) for consulting services to the
Company. There was a balance of GBP 5,000 owing at year end (31
December 2021: GBPnil).
Egholm Consult, operated by Johannus Hansen, was paid a fee of
GBP10,500 for the year ended 31 December 2022 (31 December 2021:
GBPnil) for consulting services to the Company. There was a balance
of GBPnil owing at year end (31 December 2021: GBPnil).
Nikkeli Greenland A/S, joint venture company, was invoiced
GBP1,641,536 during the year ended 31 December 2022 (31 December
2021: GBPnil) for management services provided. There was a balance
of GBP873,666 receivable at year end (31 December 2021: GBPnil).
Nikelli Greenland A/S show this balance as part of their
contributed capital.
28. Ultimate controlling party
The Directors believe there is no ultimate controlling
party.
29. Events after the reporting date
On 14 February 2023, the Company received funding for
US$2,000,000 as a convertible loan note. On the same date, the
Company issued 5,800,000 Initial Placement shares at nominal value
and 3,798,911 Commencement shares issued a price of GBP0.047382 per
share to the convertible loan note holder.
On 25 April 2023, the Company mutually agreed to repay the
US$2,000,000 amount received for the convertible loan note.
On 28 June 2023, the Company rasied GBP1,300,000 via the issue
and allotment of 74,285,707 new Ordinary Shares at a price of 1.75
pence per share. On the same day, the Company issued and allotted
571,429 new Ordinary Shares at a price of 1.75 pence per share in
lieu of fees.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has
been incorporated into UK law by the European Union (Withdrawal)
Act 2018.
For further information please visit
http://www.bluejaymining.com or contact:
Kevin Sheil Bluejay Mining plc enquiry@bluejaymining.com
SP Angel Corporate Finance
LLP
Ewan Leggat / Adam (Nominated Adviser and
Cowl Broker) +44 (0) 20 3470 0470
Tim Blythe / Megan BlytheRay
Ray / Said Izagaren (Media Contact) +44 (0) 20 7138 3205
About Bluejay Mining plc
Bluejay is listed on the London AIM market and Frankfurt Stock
Exchange and its shares also trade on the OTCQB Market in the US.
With multiple projects in Greenland and Finland, Bluejay has now
secured four globally respected entities as partners on three of
its projects, and exploration expenditure of up to $37 million
contractually committed on three key projects, giving the Company
and its shareholders both portfolio and commodity diversification
in high quality jurisdictions.
Bluejay's Dundas Ilmenite Project in northwest Greenland is
fully permitted and undergoing further optimisation studies. The
Company has agreed a Master Distribution Agreement with a major
Asian conglomerate for up-to 340k tonnes per annum ('tpa') of its
designed 440ktpa annual output. The Company has also mandated a
major European bank to head the financing syndicate for Dundas.
Bluejay, through its wholly owned subsidiary Disko Exploration
Ltd., has signed a definitive Joint Venture Agreement with KoBold
Metals to guide exploration for new deposits rich in the critical
materials required for the green energy transition and electric
vehicles (The Disko-Nuussuaq nickel-copper-cobalt-PGE Project).
Disko Exploration Ltd holds two additional projects in Greenland -
the 692 sq km Kangerluarsuk zinc-lead- silver project, where
historical work has recovered grades of up to 45.4% zinc, 9.3% lead
and 596 g/t silver and where multiple large-scale drill targets
have been identified; and the 920 sq km Thunderstone project which
has the potential to host large-scale base metal and gold
deposits.
In Finland, Bluejay currently holds three large scale
multi-metal projects through its wholly owned subsidiary FinnAust
Mining Finland Oy. The Company has a Joint Venture Agreement with a
mining major at its Enonkoski nickel-copper-cobalt Project in East
Finland which has seen continued exploration and drilling since
June 2021. Bluejay's drill ready Hammaslahti
copper-zinc-gold-silver project hosts high-grade VMS mineralisation
and extensions of historical ore lodes have been proven. The drill
ready Outokumpu copper-nickel-cobalt-zinc-gold-silver project is
located in a prolific geological belt that hosts several high-grade
former mines. Bluejay has also signed a conditional agreement for a
partial divestment in a fourth Finnish project.
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END
FR FLFSRRLIAFIV
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June 29, 2023 12:44 ET (16:44 GMT)
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