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Final Results and Notice of General Meeting

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Bluejay Mining plc ('Bluejay' or the 'Company'), the AIM, FSE listed and Pink-Market traded exploration and development company with projects in Greenland and Finland, is pleased to announce Final Results for the year ended 31 December 2023 (the 'Year').

2023 Highlights

  • Transformative board and management overhaul
  • Strategic re-focus on Disko-Nuussuaq Kobold Joint Venture
  • Release of 2022 airborne survey at Kangerluarsuk
  • Massive cost-reduction initiative completed
  • Participation in €5.6M AIMEX project in Finland

Post Period

  • Placing to raise £1.2M
  • Dundas Ilmenite Resource re-instatement
  • Acquisition of Thule Sedimentary Hosted Copper Project
  • Proposed acquisition of White Flame Energy and the Jameson Basin Project
  • Work completed on a new strategy of value creation with both new and existing projects

Notice of General Meeting

Bluejay Mining plc, the AIM, FSE listed and Pink-Market traded exploration and development company with projects in Greenland and Finland, is pleased to give notice that a General Meeting ('GM') will be held on 16 July 2024 at 10:00am at The Washington Mayfair Hotel, 5 Curzon Street, London, W1J 5HE. Copies of the Notice of GM and the Form of Proxy will be posted to shareholders today and available to view on the Company's website shortly.

Chairman Statement

As we look back on 2023, I am proud to address you at a pivotal moment in Bluejay Mining PLC's journey. After a year that presented the company with significant challenges, we concluded with decisive corporate renewal and a revitalised focus on our strategic objectives.

Last year, the winds of change swept through our boardroom. In December, a transformative board and management overhaul took place, which saw the appointment of new, dedicated leaders including non-executive directors and a fresh executive team. This bold move was essential to steer our company back towards its core mission: unlocking the value within our significant portfolio of new and existing mineral assets.

With a streamlined leadership, we sharpened our strategic focus, dedicating ourselves to our flagship Disko-Nikkeli project, where we anticipate making a transformative mineral discovery. Through our joint venture with KoBold Metals, we are advancing a project that promises not just to enhance shareholder value but also to contribute meaningfully to the global green transition.

Operationally, we have taken significant steps to increase efficiency and reduce costs. We have rigorously reviewed our expenses, cutting overheads and honing our team to only necessary personnel without compromising on our operational capabilities. This lean approach has positioned us to navigate the complex and challenging environment of mineral exploration with agility and precision.

During the year, we also recognised the importance of preserving shareholder trust and funds. Thus, we recalibrated our strategy, concentrating on desktop activities such as project divestments, ensuring that we direct our resources toward the most promising opportunities. One important development was the reclassification of the Dundas resource. The Dundas Ilmenite Project was impacted by bad management decisions, poor planning, as well as the use of an unsuitable drilling rig during a subsequent follow up drilling program in 2022, with the results made public in 2023. The impacts of this program are now well understood by the new management of the Company and we are taking steps to correct the resource and establish a path forward for the project.

Looking ahead, we continue to assess strategic acquisitions and project advancements. We are ready to embrace opportunities that align with our rigorous scientific and commercial criteria and will continue to make informed decisions on project prioritisation to maximise returns.

In 2024, we anticipate a renewed momentum and the fruition of our strategic initiatives. On behalf of the board, I extend our deepest gratitude for your continued support and trust. Together, we are embarking on a journey of discovery and development that holds promising prospects for our shared future.

Financial

As we progress into 2024, Bluejay is moving forward from a position of renewed strength and focus. The equity subscription of £1.2 million announced in January has been judiciously applied to a comprehensive company-wide restructure. This strategic overhaul has streamlined our workforce from twelve to three core members, a change that was executed without compromising our operational efficiency or our commitment to our projects.

The restructuring of Bluejay is now substantially complete, positioning us with a lean and dynamic team, optimised for both agility and performance. This recalibration is indicative of our responsive and prudent management, ensuring that every resource is aligned with our core objectives.

Our financial strategy is designed to maintain a robust cash position, allowing us the flexibility to meet our obligations and seize potential acquisition opportunities. We are currently evaluating our resources with a focus on long-term sustainability and growth. The Company remains vigilant in its cash management practices, ensuring that we remain well-capitalised to act decisively when opportunities present themselves.

On 31 July 2023, the Company sold its shareholding in Finnaust Mining Northern Oy to AIM listed Metals One Plc. The consideration for this transaction included £150,000 in cash and the allotment of 62,500,000 new ordinary shares in Metals One Plc. The Company continues to hold a significant position in AIM listed Metals One Plc, as well as its 100% ownership of Finnaust Mining Finland Oy, the Finnish subsidiary that holds Outokumpu, Enonkoski and Hammaslahti licences. The Company continues dialogue with a number of interested parties in relation to these assets.

As we move forward, our focus remains steadfast on our key projects, where we see significant potential for value creation. We are well-placed to continue our journey of exploration and development, backed by a strong financial foundation and a commitment to driving shareholder value.

Outlook

As we navigate through economic uncertainties, the strategic importance of critical minerals to the global energy transition becomes more pronounced, placing Bluejay in a vital role for a sustainable future. As per the announcement dated 2 March 2022 ERMA's officially announced support for the Greenland-based Dundas Ilmenite Project ('Dundas' or the 'Project') is designed to facilitate a secure supply of Dundas ilmenite for end users domiciled within the European Union. This potential aid package will create a secure supply chain of titanium ore and concentrate for the European Union as well as provide government supported infrastructure assistance and employment for this remote part of the world. The endorsement from the European Raw Materials Alliance (ERMA) for our Dundas project reaffirms the quality of the Dundas ore and its standing as one of the highest grade mineral sands projects globally. The Company is now working on the preparation of the 2024 and 2025 work programmes designed to progress both government engagement and project development and looks forward to advising stakeholders of these activities in due course. This will include additional metallurgical work, onsite evaluations and sampling as well as government funding and assistance with infrastructure studies.

Our operational bases are in politically stable, mining-friendly jurisdictions, rich in mineral resources, ensuring the integrity of our ownership rights and underpinning our confidence in achieving our objectives.

Our strategic alliances with significant global partners underscore our commitment to securing a sustainable supply of critical minerals. The support from the Greenlandic and Danish governments, collaborations with entities like KoBold Metals, and agreements with an Asian Master Distribution partner for Dundas, have enhanced our project portfolio.

The Company also announced post year end that it intends to expand the scope of its corporate strategy to include the exploration and development of helium, industrial gases, and hydrocarbons. The Company has proposed the acquisition of White Flame Energy, an industrial gas and liquid hydrocarbon project in the Jameson Land Basin. The Company believes this acquisition represents fantastic value and is value accretive to all shareholders. We will soon begin work to advance an option study to determine the optimal path for drilling and development.

This expansion underscores the Company's commitment to innovation and growth in the natural resources sector and maximising value for shareholders. Recognising the increasing global demand for helium and industrial gases across critical sectors such as healthcare, aerospace, and energy, Bluejay is strategically positioned to capitalise on potential opportunities.

Our diverse project portfolio empowers us to adjust strategies effectively when unexpected challenges arise, demonstrating the robustness of Bluejay's assets.

I extend my gratitude to our supporters in Greenland and Finland and to our shareholders for their belief in Bluejay's long-term vision. The collective support from our communities, partners, and the dedicated Bluejay team has paved the way for promising developments, particularly at Hammaslahti, as we advance our projects and continue to derive value from our strategic initiatives.

We look forward to the upcoming year with optimism, ready to elevate our projects further up the value curve and continue to drive our strategic goals to fruition.

Michael Hutchinson

Non-Executive Chairman

Statement of Financial Position

As at 31 December 2023

GroupCompany
Note31 December 2023 £31 December 2022 £31 December 2023 £31 December 2022 £
Non-Current Assets
Property, plant and equipment61,425,3261,718,33722,10126,230
Intangible assets731,237,33631,850,128--
Fair value through profit and loss Equity Investments81,656,250-1,656,250-
Investment in subsidiaries9--42,558,87843,016,524
Investment in Joint Venture104,740,7054,470,787--
39,059,61738,039,25244,237,22943,042,754
Current Assets
Trade and other receivables111,260,237995,1291,532,369255,063
Cash and cash equivalents12200,7001,996,95717,5501,366,568
1,460,9372,992,0861,549,9191,621,631
Total Assets40,520,55441,031,33845,787,14844,664,385
Non-Current Liabilities
Deferred tax liabilities13496,045496,045--
496,045496,045--
Current Liabilities
Trade and other payables14647,882524,286521,285281,589
647,882524,286521,285281,589
Total Liabilities1,143,9271,020,331521,285281,589
Net Assets39,376,62740,011,00745,265,86344,382,796
Equity attributable to owners of the Parent
Share capital157,506,6587,492,0417,506,6587,492,041
Share premium1562,915,68560,903,99562,915,68560,903,995
Other reserves16(6,528,838)(5,635,169)1,215,5191,377,303
Retained losses(24,516,878)(22,749,860)(26,371,999)(25,390,543)
Total Equity39,376,62740,011,00745,265,86344,382,796

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 loss for the Company for the year ended 31 December 2023 was £1,023,812 (profit for year ended 31 December 2022: £1,784,303).

Consolidated Income Statement

As at 31 December 2023

Continued operationsNoteYear ended 31 December 2023 £Year ended 31 December 2022 £
Revenue--
Cost of sales19(213,523)(629,930)
Gross profit(213,523)(629,930)
Administrative expenses19(1,629,273)(1,886,271)
Impairment7(3,535,254)-
Share of (losses) from joint venture10(13,779)(71,956)
Increase in share of net assets on joint venture10283,6972,457,596
Other gains / (losses)8, 222,962,769(112,533)
Foreign exchange gain(53,318)103,543
Operating loss(2,198,681)(139,551)
Finance income237,0392,653
Other income24320,9251,801,439
(Loss)/profit before income tax(1,870,717)1,664,541
Tax credit2561,343-
(Loss)/profit for the year attributable to owners of the Parent(1,809,374)1,664,541
Basic and Diluted Earnings Per Share attributable to owners of the Parent during the period (expressed in pence per share)26(0.16)p0.16p
Consolidated Statement of Comprehensive Income
As at 31 December 2023
Year ended 31 December 2023 £Year ended 31 December 2022 £
(Loss)/profit for the year(1,809,374)1,664,541

Other Comprehensive Income:

Items that may be subsequently reclassified to profit or loss

Continued operationsNoteYear ended 31 December 2023 £Year ended 31 December 2022 £
Currency translation differences(731,885)1,493,125
Other comprehensive (losses)/income for the year, net of tax(2,541,259)3,157,666
Total comprehensive (losses)/income attributable to owners of the Parent(2,541,259)3,157,666
Consolidated Statement of Changes in Equity
As at 31 December 2023
NoteShare capital £Share premium £Other reserves £Retained losses £Total £
Balance as at 1 January 20227,484,35555,705,882(7,213,274)(24,448,172)31,528,791
Profit for the year---1,664,5411,664,541

Other comprehensive income for the year

Items that may be subsequently reclassified to profit or loss

Continued operationsNoteYear ended 31 December 2023 £Year ended 31 December 2022 £
Currency translation differences--1,493,125-1,493,125
Total comprehensive income for the year--1,493,1251,664,5413,157,666
Issue of share capital157,6865,198,113--5,205,799
Share based payments16--118,751-118,751
Expired options16--(33,771)33,771-
Total transactions with owners, recognised directly in equity7,6865,198,11384,98033,7715,324,550
Balance as at 31 December 20227,492,04160,903,995(5,635,169)(22,749,860)40,011,007
Balance as at 1 January 20237,492,04160,903,995(5,635,169)(22,749,860)40,011,007
Loss for the year---(1,809,374)(1,809,374)

Other comprehensive income for the year

Items that may be subsequently reclassified to profit or loss

Continued operationsNoteYear ended 31 December 2023 £Year ended 31 December 2022 £
Currency translation differences--(731,885)-(731,885)
Total comprehensive income/(losses) for the year--(731,885)(1,809,374)(2,541,259)
Issue of share capital1514,1801,822,127--1,836,307
Share based payments16437189,563--190,000
Expired options16--(161,784)42,356(119,428)
Total transactions with owners, recognised directly in equity14,6172,011,690(161,784)42,3561,906,879
Balance as at 31 December 20237,506,65862,915,685(6,528,838)(24,516,878)39,376,627
Company Statement of Changes in Equity
As at 31 December 2023
NoteShare capital £Share premium £Other reserves £Retained losses £Total equity £
Balance as at 1 January 20227,484,35555,705,8821,292,323(27,208,617)37,273,943
Profit for the year---1,784,3031,784,303
Total comprehensive income for the year---1,784,3031,784,303
Issue of share capital157,6865,198,113--5,205,799
Share based payments16--118,751-118,751
Expired options16--(33,771)33,771-
Total transactions with owners, recognised directly in equity7,6865,198,11384,98033,7715,324,550
Balance as at 31 December 20227,492,04160,903,9951,377,303(25,390,543)44,382,796
Balance as at 1 January 20237,492,04160,903,9951,377,303(25,390,543)44,382,796
Loss for the year---(1,023,812)(1,023,812)
Total comprehensive income for the year---(1,023,812)(1,023,812)
Issue of share capital1514,1801,822,127--1,836,307
Share based payments16437189,563--190,000
Expired options16--(161,784)42,356(119,428)
Total transactions with owners, recognised directly in equity14,6172,011,690(161,784)42,3561,906,879
Balance as at 31 December 20237,506,65862,915,6851,215,519(26,371,999)45,265,863
Statements of Cash Flows
As at 31 December 2023
GroupCompany
NoteYear ended 31 December 2023 £Year ended 31 December 2022 £Year ended 31 December 2023 £Year ended 31 December 2022 £
Cash flows from operating activities
(Loss)/profit after income tax(1,809,374)1,664,541(1,023,812)1,784,303
Adjustments for:
Depreciation349,792369,71415,40119,312
(Gain)/Loss on sale of property plant and equipment(20,291)1,3622,153-
Gain on sale of investment(4,298,312)---
Impairment of Asset73,535,254---
Share options expense18-118,751-118,751
Share options forfeited18(119,428)-(119,428)-
Share based payments16190,000-190,000-
Intercompany management fees--(504,353)(542,446)
Share of losses from joint venture1013,77971,956--
Increase in share of net asset10(283,697)(2,457,596)--
Net finance (income)23(7,039)(2,653)(2,207,337)(807,919)
Foreign exchange loss/(gain)(40,642)134,358900,461(2,049,375)
Fair value through profit and loss Equity Investments81,468,750-1,468,750-
R&D provision for prior year25(61,343)-(61,343)-
Proceeds from R&D tax credits2561,343-61,343-
Changes in working capital:
Decrease/(Increase) in trade and other receivables829,891(760,747)311,345833,398
Increase/(Decrease) in trade and other payables123,606(108,718)250,395(65,420)
Net cash used in operating activities(67,711)(969,032)(716,425)(709,396)
Cash flows from investing activities
Purchase of property plant and equipment(101,240)(253,799)(13,425)(14,891)
Sale of investment50,000---
Sale of property, plant and equipment30,80847,149--
Cash disposed of in Sale of subsidiary(7,095)---
Purchase of intangible assets7(3,582,956)(4,744,690)--
Interest received9,3674,8885,8774,859
Net loans granted to subsidiary undertakings--(2,500,851)(5,654,746)
Net cash used in investing activities(3,601,116)(4,946,452)(2,508,399)(5,664,778)
Cash flows from financing activities
Proceeds from issue of share capital1,930,5805,379,9991,930,5805,379,999
Transaction costs of share issue(94,272)(174,200)(94,272)(174,200)
Proceeds from convertible loan notes1,641,836-1,641,836-
Repayment of convertible loan notes(1,601,973)-(1,601,973)-
Interest paid(450)(2,322)(366)(20)
Net cash generated from financing activities1,875,7215,203,4771,875,8055,205,779
Net (decrease) in cash and cash equivalents(1,793,106)(712,007)(1,349,019)(1,168,395)
Cash and cash equivalents at beginning of year1,996,9572,701,7921,366,5692,534,693
Exchange gain on cash and cash equivalents(3,151)7,172-270
Cash and cash equivalents at end of year200,7001,996,95717,5501,366,568

Notes to the Financial Statements

As at 31 December 2023

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, as well as the OTC PINK in the US. The Company is incorporated and domiciled in England.

The address of its registered office is 6 Heddon Street, London W1B 4BT.

Summary of significant Accounting Policies

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

  • New and amended standards mandatory for the first time for the financial periods beginning on or after 1 January 2023

The International Accounting Standards Board (IASB) issued various amendments and revisions to International Financial

Reporting Standards and IFRIC interpretations. The amendments and revisions applicable for the period ended 31 December

2023 did not result in any material changes to the financial statements of the Group or Company.

StandardImpact on initial applicationEffective date
IAS 1Classification of liabilities with covenants1 January 2024
IFRS 16 (Amendments)Lease Liability in a Sale and Leaseback1 January 2024
IFRS 7Supplier finance arrangements1 January 2024
IAS 7Statement of cash flows1 January 2024
IAS 21The effects of changes in foreign exchange rates1 January 2025

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.

  • 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
  • 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.

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 it's 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.

  • 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 fees 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 the scope of IFRS 15.

2.4. Going concern

As at 31 December 2023, the Group had cash and cash equivalents of £200,700 and in January 2024, the Group raised £1.2 million. The Directors have prepared cash flow forecasts to 30 June 2025 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 January 2024 with an equity raising of £1.2 million.

2.5. Segment reporting

2.6. Foreign currencies

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.

  • Transactions and balances
  • Group companies
  • all resulting exchange differences are recognised in other comprehensive income.

2.7. Intangible assets

Exploration and evaluation assets

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.

Under IFRS 6, there are four indicators of impairment:

  • The period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
  • Substantive expenditures on further exploration for and evaluation of mineral resources in the specific area is neither budgeted or planned;
  • Exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided to discontinue such activities in the specific area; and

Whenever the exploration for and evaluation of mineral resources in cash generating units does not fulfil the requirements of IFRS 6 or 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

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

Office Equipment - 5 years

Machinery and Equipment - 5 to 15 years

Software - 2 years

2.10. Impairment of non-financial assets

2.11. Financial assets

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.

Recognition and measurement

Amortised cost

Fair value through the profit or loss

  • 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).
  • Impairment of financial assets
  • Derecognition

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 fair value through profit or loss (FVTPL).

2.12. Financial liabilities

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Trade and other payables

Derecognition

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;
  • "Other reserves" represents the merger reserve, foreign currency translation reserve, redemption reserve and share option reserve where;

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

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 £100,000 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;
  • including the impact of any non-vesting conditions.

2.17. Taxation

No current tax is yet payable in view of the losses to date although during the year ended 31 December 2023, the Company received £61,343 in Research and Development ("R&D") tax credits.

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.

Deferred tax assets and liabilities are not discounted.

Financial risk management

3.1. Financial risk factors

Risk management is carried out by the London based management team under policies approved by the Board of Directors.

Market risk

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 intercompany 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.

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.

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

At 31 December 2023 the Group had borrowings of £nil (31 December 2022: £nil) 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 on Euro expenses: 2023(Loss)/profit before tax for the year ended 31 December 2023Equity before tax for the year ended 31 December 2023
GroupCompanyGroupCompany
Increase/(decrease) in foreign exchange rate££££
10%(1,806,238)(1,023,812)39,827,25145,265,863
-10%(1,812,524)(1,023,812)38,926,00345,265,863
Potential impact on DKK expenses: 2023Loss before tax for the year ended 31 December 2023Equity before tax for the year ended 31 December 2023
GroupCompanyGroupCompany
Increase/(decrease) in foreign exchange rate££££
10%(1,867,325)(1,023,812)39,944,06445,265,863
-10%(1,751,437)(1,023,812)38,809,19045,265,863

Critical accounting estimates and judgements

Impairment of intangible assets - exploration and evaluation costs

Exploration and evaluation costs have a carrying value at 31 December 2023 of £31,237,336 (2022: £31,850,128). 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, results indicate there is no additional upside a decision will be made to discontinue exploration or impairment indicators under IFRS 6 are identified, 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 2023, no share options were issued however during the year ended 31 December 2022, 17,000,000 share options were issued to Robert Edwards.

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.

2023Greenland £Finland £UK £Total £
Revenue----
Cost of sales213,523--213,523
Administrative expenses548,395131,464949,4141,629,273
Impairment--3,535,2543,535,254
Share of earnings from joint venture13,779--13,779
Increase in share of net asset(283,697)--(283,697)
Valuation losses on fair value through profit and loss equity investments--1,468,7501,468,750
Other net gains(20,719)(4,365,970)(44,830)(4,431,519)
Foreign exchange--53,31853,318
Finance expense(3,503)1,975(5,511)(7,039)
Other income(219,825)(101,100)-(320,925)
(Profit)/loss before tax per reportable segment247,953(4,333,631)5,956,3951,870,717
Additions to PP&E87,815-13,425101,240
Additions to intangible asset2,875,772707,184-3,582,956
Reportable segment assets31,450,6036,210,3102,859,64140,520,554
2022Greenland £Finland £UK £Total £
Revenue----
Cost of sales624,2145,716-629,930
Administrative expenses676,106230,347979,8181,886,271
Share of earnings from joint venture71,956--71,956
Increase in share of net asset(2,457,596)--(2,457,596)
Other net gains1,36276111,095112,533
Foreign exchange--(103,543)(103,543)
Finance expense1,371815(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)122,338937,244(1,664,541)
Additions to PP&E238,908-14,891253,799
Additions to intangible asset4,634,039110,651-4,744,690
Reportable segment assets34,764,7144,938,3101,328,31441,031,338
6. Property, plant and equipment
Group
Software £Machinery & equipment £Office equipment £Total £
Cost
As at 1 January 202253,8173,203,73876,1553,333,710
Exchange Differences-166,306266166,572
Additions7,417238,3128,070253,799
Disposals-(136,336)-(136,336)
As at 31 December 202261,2343,472,02084,4913,617,745
As at 1 January 202361,2343,472,02084,4913,617,745
Exchange Differences-(73,952)(2,666)(76,618)
Additions-87,81513,425101,240
Disposals(43,819)(104,731)(45,539)(194,089)
As at 31 December 202317,4153,381,15249,7113,448,278
Depreciation
As at 1 January 202245,3811,432,01053,9401,531,331
Charge for the year8,435350,40210,877369,714
Disposals-(87,825)-(87,825)
Exchange differences-85,83934986,188
As at 31 December 202253,8161,780,42665,1661,899,408
As at 1 January 202353,8161,780,42665,1661,899,408
Charge for the year5,437333,3197,504346,260
Disposals(43,819)(96,367)(43,386)(183,572)
Exchange differences-(39,144)-(39,144)
As at 31 December 202315,4341,978,23429,2842,022,952
Net book value as at 31 December 20227,4181,691,59419,3251,718,337
Net book value as at 31 December 20231,9811,402,91820,4271,425,326

Depreciation expense of £346,260 (31 December 2022: £369,714) for the Group has been charged in administration expenses.

Company

Software £Office equipment £Total £
Cost
As at 1 January 202253,81768,872122,689
Additions7,4177,47414,891
Disposals---
As at 31 December 202261,23476,346137,580
As at 1 January 202361,23476,346137,580
Additions-13,42513,425
Disposals(43,819)(45,539)(89,358)
As at 31 December 202317,41544,23261,647
Depreciation
As at 1 January 202245,38146,65792,038
Charge for the year8,43510,87719,312
Disposals---
As at 31 December 202253,81657,534111,350
As at 1 January 202353,81657,534111,350
Charge for the year5,4379,96415,401
Disposals(43,819)(43,386)(87,205)
As at 31 December 202315,43424,11239,546
Net book value as at 31 December 20227,41818,81226,230
Net book value as at 31 December 20231,98120,12022,101

Depreciation expense of £15,401 (31 December 2022: £19,312) for the Company has been charged in administration expenses.

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

Exploration & Evaluation Assets - Cost and Net Book Value31 December 2023 £31 December 2022 £
Cost
As at 1 January40,723,71336,796,174
Transfer of licence to JV-(2,085,147)
Additions3,582,9564,744,690
Disposal of Finnaust Mining Northern Oy (note 9)(2,877,609)-
Exchange differences(660,494)1,267,996
As at year end40,768,56640,723,713
Provision for impairment
As at 1 January8,873,5858,873,585
Disposal of Finnaust Mining Northern Oy (note 9)(2,877,609)-
Impairments3,535,254-
As at year end9,531,2308,873,585
Net book value31,237,33631,850,128

In the year ended 31 December 2018, the Directors concluded that an impairment charge of £2,877,609 was prudent in relation to the Finnaust Mining Northern Oy exploration assets. The impairment charge was recognised as being the difference between the fair value of the intangibles and the carrying amount. On 31 July 2023, the Company sold the entirety of its shareholding in Finnaust Mining Northern Oy to Metals One Plc and following the disposal, the impairment charge was reversed (note 9).

The Dundas project in Greenland has a current JORC compliant mineral resource of 29.7 million tonnes at 1.99% 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:

  • No further exploration or evaluation is planned or budgeted for;

Further, following an in-depth assessment of deficiencies in the 2022 work programs at Dundas, alongside consultations with various independent consultants, the Company has determined that there is sufficient evidence to warrant the reinstatement of the 2019 Mineral Resource Estimate (MRE) at the Dundas Ilmenite Project. After joining the Company in late December 2023, significant concerns were raised by the new management team regarding the accuracy and representativeness of the 2023 MRE. This decision to reinstate the 2019 MRE reflects the Company's well-informed position that the downgrade in the 2023 MRE was the result of multiple factors, including the use of unsuitable drilling methods. Post year end, the Company is now working on the preparation of the 2024 and 2025 work programmes designed to progress both government engagement and project development.

Following their assessment, the Directors concluded that an impairment charge of £3,535,254 was prudent in relation to the Disko exploration assets, Thunderstone and Kangerluarsuk, for the year ended 31 December 2023. The impairment charge was recognised as being the difference between the fair value of the intangibles and their carrying amounts. Disko will continue to focus on the joint venture with Kobold Metals.

Following their assessment, the Directors concluded that no further impairment charge was required as at 31 December 2023.

Fair Value Through Profit And Loss Equity Investments

During the year ended 31 December 2023, Bluejay received shares 62,500,000 new Ordinary Shares in Metals One Plc following its admission to AIM.

£

1 January 2023-
Additions at cost3,125,000
Change in fair value recognised in profit and loss(1,468,750)
31 December 20231,656,250

Fair value through profit and loss equity investments include the following:

31 December 2023 £

Quoted: Equity securities - United Kingdom1,656,250

1,656,250

The fair value of quoted securities is based on published market prices of £0.0265 as at 31 December 2023.

All assets and liabilities for which fair value is measured are categorised within the fair value hierarchy. The fair value hierarchy prioritises the inputs to valuation techniques used to measure fair value. The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments and other assets and liabilities for which the fair value was used:

  • level 1: quoted prices in active markets for identical assets or liabilities;

The following tables set forth, by level, equity investments measured at fair value on a recurring basis as 31 December 2023:

Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) 31 December 2023 £Significant Other Observable Inputs (Level 2) 31 December 2023 £Significant Unobservable Inputs (Level 3) 31 December 2023 £
Description Equity securities:
31 December 20231,656,250--
9. Investments in subsidiary undertakings
Company
31 December 2023 £31 December 2022 £
Shares in Group Undertakings
At beginning of period558,342558,342
At end of period558,342558,342
Loans to Group undertakings42,000,53642,458,182
Total42,558,87843,016,524
Subsidiaries
Name of subsidiaryRegistered office addressCountry of incorporation and place of businessProportion of ordinary shares held by parent (%)Proportion of ordinary shares held by the Group (%)Nature of business
Centurion Mining Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Dormant
Centurion Universal Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Holding
Finland Investments Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Holding
FinnAust Mining Finland Oy (1)Kummunkatu 23, FI-83500 Outokumpu, FinlandFinlandNil100%Exploration
Disko Exploration Limited6 Heddon Street, London, W1B 4BTUnited Kingdom100%100%Exploration
Dundas Titanium A/Sc/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, GreenlandGreenlandNil100%Exploration

(1) On 31 July 2023, the Company sold the entirety of its shareholding in Finnaust Mining Northern Oy to Metals One PLC ("Metals One"). The consideration for this transaction is £150,000 in cash, due no later than 18 months and 1 day subsequent to the date of completion, the allotment of 62,500,000 new ordinary shares in Metals One for a total value of £3,125,000 with a further allotment of new ordinary shares, equating to £1,000,000 at any time following completion and a warrant over 7,500,000 new ordinary shares at an exercise price of £0.09 exercisable for a period of 5 years from admission of Metals One to the AIM market.

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.

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

NameRegistered office addressCountry of incorporation and place of business31 December 202331 December 2022
Nikkeli Greenland A/Sc/o Nuna Advokater ApS, Qullilerfik 2, 6, Postboks 59, Nuuk 3900, GreenlandGreenland49%49%
2023 £2022 £
At 1 January4,470,787-
Interest in joint venture-2,085,147
Share of loss in joint venture(13,779)(71,956)
Increase in share of net asset283,6972,457,596
As at 31 December4,740,7054,470,787
Summarised financial information
2023 £2022 £
Opening net assets9,124,054-
Additions in Exploration assets-2,085,147
Additions in PPE552,9917,110,863
Loss for the period(13,779)(71,956)
Other comprehensive income--
Foreign exchange differences11,643-
Closing net assets9,674,9099,124,054
Interest in joint venture at 49%4,740,7054,470,787
Carrying value4,740,7054,470,787
2023 £2022 £
Revenues--
(Loss) after tax from continuing operations(28,121)(146,850)
(28,121)(146,850)
2023 £2022 £
Current assets76,516366,587
Non-current assets9,598,3938,928,292
Current liabilities-(170,825)
9,674,9099,124,054

The financial statements of the JV are prepared for the same reporting period as the Company. When necessary, adjustments are made to bring the accounting policies in line with those of the Company (refer to note 2.3.b).

Increase in share of net assets is a non-cash adjustment to increase the Company'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 2023.

Trade and other receivables

GroupCompany
Current31 December 2023 £31 December 2022 £31 December 2023 £31 December 2022 £
Receivable from related party39,107873,666--
Amounts owed by Group undertakings--373,847189,988
Prepayments65,76150,93358,52249,214
VAT receivable19,28131,109-10,702
Other receivables (note 9)1,136,08839,4211,100,0005,159
Total1,260,237995,1291,532,369255,063

Other receivables in both the Group and Company includes £1,100,000 of consideration payable by Metals One Plc following the disposal, by the Company, of Finnaust Mining Finland Oy during the year ended 31 December 2023 (note 9).

The fair value of all receivables is the same as their carrying values stated above.

At 31 December 2023 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.

GroupCompany
31 December 2023 £31 December 2022 £31 December 2023 £31 December 2022 £
UK Pounds1,182,628821,7671,532,369255,063
Euros56,10025,353--
Danish Krone21,509148,009--
1,260,237995,1291,532,369255,063
12. Cash and cash equivalents
GroupCompany
31 December 2023 £31 December 2022 £31 December 2023 £31 December 2022 £
Cash at bank and in hand200,7001,996,95717,5501,366,568

All 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.

GroupCompany
31 December 2023 £31 December 2022 £31 December 2023 £31 December 2022 £
UK Pounds92,9061,835,74617,5501,366,568
Euros53,30435,197--
Danish Krone36,625126,014--
US Dollar17,865---
200,7001,996,95717,5501,366,568

Deferred tax

An analysis of deferred tax liabilities is set out below.

GroupCompany
2023 £2022 £2023 £2022 £
Deferred tax liabilities
- Deferred tax liability after more than 12 months496,045496,045--
Deferred tax liabilities496,045496,045--

During the year ended 30 June 2016, a deferred tax liability of £373,343 arose as a result of a fair value adjustment on the assets acquired and liabilities assumed upon the acquisition of 60.37% of the share capital of Bluejay Mining Limited on 8 March 2016.

During the year ended 31 December 2017, a deferred tax liability of £122,702 arose as a result of a fair value adjustment on the assets acquired and liabilities assumed upon the acquisition of Disko Exploration Limited.

The Group has additional capital losses of approximately £8,550,740 (2022: £8,661,772) and other losses of approximately £7,425,016 (2022: £6,955,765) 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.

Trade and other payables

GroupCompany
31 December 2023 £31 December 2022 £31 December 2023 £31 December 2022 £
Trade payables250,040141,615344,120172,378
Accrued expenses268,050256,439164,09298,361
Other creditors129,792126,23213,07310,850
647,882524,286521,285281,589

Trade payables include amounts due of £90,048 (31 December 2022: £397,302) in relation to exploration and evaluation activities.

GroupCompany
31 December 2023 £31 December 2022 £31 December 2023 £31 December 2022 £
UK Pounds338,52963,649363,765120,065
Euros123,161132,9523,08227,461
Danish Krone186,192327,685154,438134,063
647,882524,286521,285281,589
15. Share capital and premium
Group and CompanyNumber of sharesShare capital
31 December 202331 December 202231 December 202331 December 2022
Ordinary shares1,195,885,0791,049,714,747119,588104,971
Deferred shares558,104,193558,104,193558,104558,104
Deferred A shares68,289,656,19068,289,656,1906,828,9666,828,966
Total70,043,645,46269,897,475,1307,506,6587,492,041
Issued at 0.01 pence per shareNumber of Ordinary sharesShare capital £Share premium £Total £
As at 1 January 2022972,857,61397,28555,705,88255,803,167
Issue of new shares - 23 March 2022 (1)76,857,1347,6865,198,1135,205,799
As at 31 December 20221,049,714,747104,97160,903,99561,008,966
As at 1 January 20231,049,714,747104,97160,903,99561,008,966
Issue of new shares - 20 February 20235,800,000580-580
Issue of new shares - 20 February 20233,798,911380179,620180,000
Issue of new shares - 3 July 2023 (2)74,285,7077,4291,234,2981,241,727
Issue of new shares - 3 July 2023571,429579,94310,000
Issue of new shares - 4 August 20231,714,28517129,82930,000
Issue of new shares - 1 September 2023 (3)60,000,0006,000558,000564,000
As at 31 December 20231,195,885,079119,58862,915,68563,035,273
  • Includes issue costs of £174,200
  • Includes issue costs of £58,272
  • Includes issue costs of £36,000

2022

On 23 March 2022, the Company issued and allotted 76,857,134 new Ordinary Shares at a price of 7 pence per share.

2023

On 20 February 2023, the Company issued and allotted 5,800,000 new Ordinary Shares at nominal value and 3,798,911 new Ordinary Shares at a price of 5 pence per share.

On 3 July 2023, the Company issued and allotted 74,285,707 new Ordinary Shares at a price of 1.75 pence per share and 571,429 new Ordinary Shares at a price of 1.75 pence per share in lieu of fees.

On 4 August 2023, the Company issued and allotted 1,714,285 new Ordinary Shares at a price of 1.75 pence per share.

On 1 September 2023, the Company issued and allotted 60,000,000 new Ordinary Shares at a price of 1 pence per share.

Deferred Shares (nominal value of 0.1 pence per share)Number of Deferred sharesShare capital £
As at 1 January 2022558,104,193558,104
As at 31 December 2022558,104,193558,104
As at 1 January 2023558,104,193558,104
As at 31 December 2023558,104,193558,104
Deferred A Shares (nominal value of 0.1 pence per share)Number of Deferred A sharesShare capital £
As at 1 January 202268,289,656,1906,828,966
As at 31 December 202268,289,656,1906,828,966
As at 1 January 202368,289,656,1906,828,966
As at 31 December 202368,289,656,1906,828,966
16. Other reserves
Group
Merger reserve £Foreign currency translation reserve £Reverse acquisition reserve £Redemption reserve £Share option reserve £Total £
At 1 January 2022166,000(434,596)(8,071,001)364,630761,693(7,213,274)
Currency translation differences-1,493,125---1,493,125
Expired Options----(33,771)(33,771)
Issued Options----118,751118,751
At 31 December 2022166,0001,058,529(8,071,001)364,630846,673(5,635,169)
At 1 January 2023166,0001,058,529(8,071,001)364,630846,673(5,635,169)
Currency translation differences-(731,885)---(731,885)
Forfeited options----(119,428)(119,428)
Expired Options----(42,356)(42,356)
At 31 December 2023166,000326,644(8,071,001)364,630684,889(6,528,838)
17. Financial Instruments by Category
Group31 December 202331 December 2022
Amortised costFVTPTotalAmortised costFVTPTotal
Assets per Statement of Financial Performance££££££
Trade and other receivables (excluding prepayments)194,4761,000,0001,194,476944,196-944,196
Cash and cash equivalents200,700-200,7001,996,957-1,996,957
395,1761,000,0001,395,1762,941,153-2,941,153
Group31 December 202331 December 2022
Amortised costTotalAmortised costTotal
Liabilities per Statement of Financial Performance££££
Trade and other payables (excluding non-financial liabilities)647,882647,882524,286524,286
647,882647,882524,286524,286
Company31 December 202331 December 2022
Amortised costFVTPTotalAmortised costFVTPTotal
Assets per Statement of Financial Performance££££££
Trade and other receivables (excluding prepayments)473,8471,000,0001,473,847205,849-205,849
Cash and cash equivalents17,550-17,5501,366,568-1,366,568
491,3971,000,0001,491,3971,572,417-1,572,417
Company31 December 202331 December 2022
Amortised costTotalAmortised costTotal
Liabilities per Statement of Financial Performance££££
Trade and other payables (excluding non-financial liabilities)521,285521,285281,591281,591
521,285521,285281,591281,591

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

Grant DateExpiry DateExercise price in £ per share31 December 202331 December 2022
23 July 201923 July 20230.10-5,200,000
23 July 201923 July 20230.15-5,200,000
23 July 201923 July 20230.20-5,600,000
10 July 202030 July 20250.104,400,0004,400,000
10 July 202030 July 20250.151,100,0001,100,000
15 February 202115 February 20250.1511,000,00011,000,000
15 February 202115 February 20250.2011,000,00011,000,000
15 February 202115 February 20250.2511,000,00011,000,000
24 October 20221 October 20230.10-1,500,000
24 October 20221 October 20240.15-3,000,000
24 October 20221 October 20250.20-4,500,000
24 October 20221 October 20260.25-8,000,000
38,500,00071,500,000
2019 Options2019 Options2019 Options2020 Options
Granted on:23/7/201923/7/201923/7/201910/7/2020
Life (years)4 years4 years4 years5 years
Share price (pence per share)7.45p7.45p7.45p6.16p
Risk free rate0.5%0.5%0.5%0.5%
Expected volatility21.64%21.64%21.64%30.24%
Expected dividend yield----
Marketability discount20%20%20%20%
Total fair value (£000)315131
2020 Options2021 Options2021 Options2021 Options
Granted on:10/7/202015/2/202115/2/202115/2/2021
Life (years)5 years4 years4 years4 years
Share price (pence per share)6.16p9.20p9.20p9.20p
Risk free rate0.5%0.5%0.5%0.5%
Expected volatility30.24%61.47%30.24%61.47%
Expected dividend yield----
Marketability discount20%20%20%20%
Total fair value (£000)5270173213
2022 Options2022 Options2022 Options2022 Options
Granted on:24/10/202224/10/202224/10/202224/10/2022
Life (years)1 year2 years4 years3 years
Share price (pence per share)5.3p5.3p5.3p5.3p
Risk free rate3.26%3.26%3.26%3.26%
Expected volatility69.64%69.64%69.64%69.64%
Expected dividend yield----
Marketability discount20%20%20%20%
Total fair value (£000)6,17816,04366,10730,423

The expected volatility of the options is based on historical volatility for the six months prior to the date of granting.

A reconciliation of options and warrants granted over the year to 31 December 2023 is shown below:

20232022
NumberWeighted average exercise price (£)NumberWeighted average exercise price (£)
Outstanding at beginning of period71,500,0000.188857,275,0000.1830
Expired(17,500,000)0.1469(1,025,000)0.1650
Forfeited(15,500,000)0.2161(1,750,000)0.1786
Granted--17,000,0000.2058
Outstanding as at period end38,500,0000.196971,500,0000.1888
Exercisable at period end38,500,0000.196971,500,0000.1888
20232022
Range of exercise prices (£)Weighted average exercise price (£)Number of sharesWeighted average remaining life expected (years)Weighted average remaining life contracted (years)Weighted average exercise price (£)Number of sharesWeighted average remaining life expected (years)Weighted average remaining life contracted (years)
0.05 - 2.000.196938,500,001.19431.19430.188871,500,0001.98871.9887

During the period there was a credit of £119,428 (2022: charge £118,751) in respect of share options.

Expenses by nature

Group

Year ended 31 December 2023 £Year ended 31 December 2022 £
Cost of Sales
Exploitation licence fees161,642624,214
Other51,8815,716
Total cost of sales213,523629,930
Administrative expenses
Employee expenses421,869495,425
Establishment expenses39,62570,184
Travel & subsistence21,75650,182
Professional & consultancy fees765,716573,035
IT & Software24,64425,671
Insurance74,962101,223
Depreciation349,792369,714
Share option expense-118,751
Share option credit(119,428)-
Other expenses50,33782,086
Total administrative expenses1,629,2731,886,271
Services provided by the Company's auditor and its associates
Group
Year ended 31 December 2023 £Year ended 31 December 2022 £
Fees payable to the Company's auditor and its associates for the audit of the Parent Company and Consolidated Financial Statements72,50067,751
Fees payable to the Company's auditor for other services6702,000
20. Employee benefit expense
GroupCompany
Staff costs (excluding Directors)Year ended 31 December 2023 £Year ended 31 December 2022 £Year ended 31 December 2023 £Year ended 31 December 2022 £
Salaries and wages210,446186,994297,520128,618
Social security costs40,44738,19138,90534,753
Retirement benefit costs3,64011,3243,64011,324
Other employment costs16,22075,693468-
270,753312,202340,533174,695

The average monthly number of employees for the Group during the year was 14 (year ended 31 December 2022: 13) and the average monthly number of employees for the Company was 7 (year ended 31 December 2022: 6).

Of the above Group staff costs, £252,313 (year ended 31 December 2022: £105,459) has been capitalised in accordance with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.

Directors' remuneration

Year ended 31 December 2023

Short-term benefitsAccrualsPost-employment benefitsShare based paymentsTotal
£££££
Executive Directors
Robert Edwards 160,18557,6692,658-120,512
Bo Møller Stensgaard 1122,733---122,733
Eric Sondergaard 2-1,107--1,107
Non-executive Directors
Peter Waugh 110,00014,000222-24,222
Michael Hutchinson12,500---12,500
Roderick McIllree 2-553--553
Harry Ansell 2-1,383--1,383
Troy Whittaker 2553553
205,41875,2652,880-283,563

For the year ending 31 December 2023, a further £2,118 was paid to Bo Stensgaard during his non-directorship employment in the year.

  • Resigned on 19 December 2023
  • Appointed on 19 December 2023

Year ended 31 December 2022

Short-term benefitsPost-employment benefitsShare based paymentsTotal
££££
Executive Directors
Roderick McIllree 3200,2129,250-209,462
Robert Edwards 419,067587118,751138,405
Bo Møller Stensgaard198,000--198,000
Eric Sondergaard 5200,466--200,466
Non-executive Directors
Johannus Hansen 624,167--24,167
Peter Waugh24,000533-24,533
Michael Hutchinson40,000--40,000
705,91210,370118,751835,033

For the year ending 31 December 2022, a further £13,408 was paid to Eric Sondergaard during his non-directorship employment in the year.

  • Resigned on 22 June 2022
  • Appointed on 24 October 2022
  • Appointed 27 January 2022; resigned 2 November 2022
  • Resigned 26 October 2022

Of the above Group directors' remuneration, £129,567 (31 December 2022: £522,689) 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 2023 was £9,292 (31 December 2022: £28,747). These have been included in Note 20.

Details of fees paid to Companies and Partnerships of which the Directors detailed above are Directors and Partners have been disclosed in Note 28.

Other gain/(losses)

Group

Year ended 31 December 2023 £Year ended 31 December 2022 £
Gain/(loss) on disposal of property, plant and equipment20,291(22,739)
Gain on disposal of Finnaust Mining Northern Oy (Note 9)4,296,421-
Valuation (losses) on fair value through profit and loss equity investments (Note 8)(1,468,750)-
Other gains/(losses)114,807(89,794)
Other gain/(losses)2,962,769(112,533)
23. Finance income
Group
Year ended 31 December 2023 £Year ended 31 December 2022 £
Interest income from cash and cash equivalents7,0392,653
Finance Income7,0392,653
24. Other Income
Group
Year ended 31 December 2023 £Year ended 31 December 2022 £
Income from related parties281,2471,641,536
Other income39,678159,903
Other Income320,9251,801,439

Nikkeli Greenland A/S, joint venture company, was invoiced £224,141 during the year ended 31 December 2023 (31 December 2022: £1,641,536) for management services provided

Income tax expense

No charge to taxation arises due to the losses incurred.

Group

Year ended 31 December 2023 £Year ended 31 December 2022 £
(Loss)/profit before tax(1,870,717)1,664,541
Tax at the applicable rate of 25.08% (2022: 16.75% )(469,251)278,871
Effects of:
Expenditure not deductible for tax purposes88,19863,453
Depreciation in excess of/(less than) capital allowances111,03242,261
Net tax effect of losses carried forward331,364(384,585)
Tax (charge)/refund61,343-

The R&D tax credit is based on specific projects undertaken and claims submitted to HMRC. The reclaim for 2022, totalling of £61,343, was recognised and paid during the year ended 31 December 2023. Research and development tax credits are recognised upon receipt of payment from HMRC.

The weighted average applicable tax rate of 25.08% (2022: 16.75%) used is a combination of the 25% 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 £1,231,872 (2022: £900,508) due to tax losses available to carry forward against future taxable profits. The Company has tax losses of approximately £7,425,016 (2022: £6,955,765) 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.

On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. However, this legislation does not apply to the Group in the financial year beginning 1 January 2024 as its consolidated revenue does not meet the legislation requirements of being greater than €750m in two of the four preceding years, the group will continue to monitor the legislation in future years.

Earnings per share

Group

The calculation of the total basic earnings per share of (0.16) pence (31 December 2022: 0.16 pence) is based on the loss attributable to equity holders of the parent company of £1,809,374 (31 December 2022: profit £1,664,541) and on the weighted average number of ordinary shares of 1,117,083,397 (31 December 2022: 1,032,448,213) 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 18.

Commitments

License commitments

As at 31 December 2023, Bluejay owned 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, Thunderstone and Kangerluarsuk, in Greenland. These licences include commitments to pay annual licence fees and minimum spend requirements.

As at 31 December 2023 these are as follows:

Group

GroupLicense fees £Minimum spend requirement £Total £
Not later than one year83,6422,180,2782,263,920
Later than one year and no later than five years234,70613,102,71313,337,419
Total318,34815,282,99115,601,339

Related party transactions

Loans to/(from) Group undertakings

Amounts receivable as a result of loans granted to/(from) subsidiary undertakings are as follows:

Company

31 December 2023 £31 December 2022 £
Finland Investments Ltd(4,390,218)-
FinnAust Mining Finland Oy (Note 9)9,279,5498,278,416
Centurion Mining Limited345345
Dundas Titanium A/S32,139,51629,470,669
Disko Exploration Limited4,971,3444,708,752
At 31 December (Note 9)42,000,53642,458,182

Loans granted to subsidiaries have increased during the year due to additional loans being granted to the subsidiaries, and foreign exchange loss of £941,103 (31 December 2022: £2,049,375), 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

PMW Consultancy Services, operated by Peter Waugh as a sole trader, was paid a fee of £8,000 for the year ended 31 December 2023 (31 December 2022: £42,000) for consulting services to the Company. There was a balance of £nil owing at year end (31 December 2022: £5,000).

Egholm Consult, operated by Johannus Hansen, was paid a fee of £nil for the year ended 31 December 2023 (31 December 2022: £10,500) for consulting services to the Company. There was a balance of £nil owing at year end (31 December 2022: £nil).

Nikkeli Greenland A/S, joint venture company, was invoiced £224,141 during the year ended 31 December 2023 (31 December 2022: £1,641,536) for management services provided. There was a balance of £nil receivable at year end (31 December 2022: £873,666). Nikelli Greenland A/S show this balance as part of their contributed capital.

Ultimate controlling party

The Directors believe there is no ultimate controlling party.

Events after the reporting date

On 30 January 2024, the Company issued 150,145,715 Ordinary Shares at a price of 0.4 pence per share. On 6 February 2024, the Company issued 149,854,285 Ordinary Shares at a price of 0.4 pence per share and 10,178,810 Ordinary Shares at a price of 0.71 pence per share in lieu of Directors Settlement fees.

On 20 June 2024, the Company announced it had reached agreement with the major shareholder of White Flame Energy Ltd ("White Flame") to purchase the Company in two tranches. Subject to receiving the required acceptances from the balance of the White Flame shareholders, the Company will initially acquire up to 51% of the issued share capital of White Flame and will be granted a 3 year option to acquire the remaining 49% on the same terms.

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 the 920 sq km Thunderstone project which has the potential to host large-scale base metal and gold deposits. Bluejay also owns 100% of the fully permitted Dundas Ilmenite Project under its subsidiary Dundas Titanium A/S in northwest Greenland.

In Finland, Bluejay currently holds three large scale multi-metal projects through its wholly owned subsidiary FinnAust Mining Finland Oy. The Company has identified multiple drill ready targets at the Enonkoski nickel-copper-cobalt project in East Finland. Bluejay's 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. In August 2023, Bluejay successfully divested its Black Schist Projects in Finland to Metals One plc in a transaction worth £4.125 million (Bluejay currently owns c. 29% of the issued ordinary share capital of AIM listed Metals One plc).

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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