Company Registration Number: 02401127

KENDRICK RESOURCES PLC

ANNUAL REPORT

29 DECEMBER 2024

Kendrick Resources

PLC

CONTENTS

Page

Directors and advisers 2

Chairman’s Statement 3

Operational Financial Corporate and Strategy Reviews 5

Strategic Report 9

Board of Directors 16

Directors’ Remuneration Report 18

Corporate Governance Statement 22

Directors’ Report 28

Statement of Directors’ Responsibilities 31

Independent Auditor’s Report 32

Group Statement of Comprehensive Income 38

Group Statement of Financial Position 39

Company Statement of Financial Position 40

Group Statement of Cash Flow 41

Company Statement of Cash Flow 42

Group Statement of Changes in Equity 43

Company Statement of Changes in Equity 44

Notes to the Financial Statements 45 - 78

Kendrick Resources

PLC

DIRECTORS AND ADVISERS

DIRECTORS

C Bird - Chairman

M A Borrelli - Non-Executive Director

K Thygesen - Non-Executive Director

E Kirby – Non-Executive Director

M Churchouse – Managing Director

COMPANY SECRETARY

N A C Lott

REGISTERED AND HEAD OFFICE

7/8 Kendrick Mews

London SW7 3HG

Registered No. 02401127

AUDITORS

Moore Kingston Smith LLP

Floor, 9 Appold Street

London EC2A 2AP

FINANCIAL ADVISER AND JOINT BROKER

Novum Securities Limited

7-10 Chandos Street

London W1G 9DQ

LEGAL ADVISERS

Edwin Coe LLP

2 Stone Buildings, Lincoln’s Inn

London WC2A 3TH

JOINT BROKERS

Shard Capital LLP

Floor, 70 St Mary Axe

London EC3A 8BE

REGISTRARS

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen

West Midlands B62 8HD

Kendrick Resources

PLC

CHAIRMAN’S STATEMENT

WEBSITE www.kendrickresources.com

Dear Shareholder,

In the year under review the Company made a full assessment of the status and potential of its

projects in the light of the current commodity markets, their relative prospectivity and the funding

market for junior exploration companies.

Airijoki Project: The Airijoki Vanadium project in Sweden has demonstrated that it is a robust

project with many options to bring it to account. The project area covers 39.41km2 and has an

inferred mineral resource comprising of 44.3million tonnes of an in-situ grade with 5.9million

tonnes of magnetite averaging 1.7% VTO5.

The exploration work to date indicates the potential to at least double the size of the Airijoki

project and external metallurgical test work has demonstrated that increasing recovery, whilst

maintaining concentrate grade, is a strong possibility.

In addition, we have identified potential for copper, nickel, cobalt, gold and palladium, which are

coincident with underlying airborne geophysical anomalies. Thus, we have a multi-commodity

project area, underpinned by the Vanadium project and, in a tight market for exploration

companies, we have decided that in Scandinavia the Group will focus on the Airijoki Vanadium

project and make an impairment provision against its other vanadium projects in Sweden and

Finland due to their relative lack of prospectivity compared to the Airijoki project.

Nickel Projects: The Nickel projects in Sweden and Norway, all indicate scope for increased

discovery with the Mjovattnet and Njuggtraskliden projects being open ended with a combined

potential of 25km of strike (“Swedish Nickel Line Projects”). The Norwegian Nickel properties

within the Espedalen Nickel complex have good potential for sulphide nickel and contain 10

untested targets (“Norwegian Nickel Projects”). However at the time of writing this report the

nickel producing industry has been severely tested by the massive investment by the Chinese into

Indonesia. Resulting flows of nickel from Indonesia have severely adversely affected the supply

demand balance with a negative effect on the nickel price and the ability to raise funds for nickel

exploration projects. Many nickel miners and exploration companies around the world have been

forced to close and / or re-focus their operations. The Board does not anticipate that this situation

will change in the short to midterm and are thus reluctant to commit to new nickel exploration

programmes which are unlikely to produce new mines within a reasonable forecastable

timeframe. Against this backdrop, the Board has decided to discontinue Nickel exploration in

Scandinavia and make a full impairment provision against the Swedish Nickel Line and

Norwegian Nickel Projects.

Results for the year: The Group reported a loss before taxation for the year of £3,437,121 (2023:

£1,099,162) mainly due to administrative costs of £693,059 (2023: £580,287), including

professional, consulting and directors’ fees and an impairment of £2,737,711 (2023: £448,904)

against licences we have decided to relinquish to focus on our Airijoki, project. Net assets at 29

December 2024 amounted to £1,320,795 (2023: £4,577,999) including exploration and evaluation

assets of £2,200,826 (2023: £4,756,879) and cash of £17,551 (2023: £199,992).

Kendrick Resources

PLC

CHAIRMAN’S STATEMENT

Outlook The junior resource market has been depressed since July 2021 but is showing some

signs of improving for the right projects but generally shows little prospect of a recovery in the

short term. The exception is gold which is enjoying its day in the sun and copper is also showing

positive signs of price increase. Lithium/nickel/zinc have all come under pressure and do not

appear to be sharing any price increase forecast and thus remain under pressure.

The small cap resource market is more inclined to the prospect of immediate production and less

supportive of pure exploration. This situation has been exacerbated by the uncertainty that the

Trump government has created by impending tariffs and increase in global geo-political tension.

Paradoxically many countries are developing strategies to protect their supply chains for copper

and other critical metals essential for the production of batteries, electronics, renewable energy

technologies, and various high-tech applications which requires investment in exploration to find

and develop tomorrow’s mines.

Against this background the Board remain convinced that copper and other critical metals should

be the focus for the Company and as such in addition to retaining the Airijoki Project are looking

to restructure the portfolio to focus on these metals in jurisdictions they know, including Southern

Africa, and have identified personnel to carry out the necessary technical evaluation of potential

projects. The Board have identified a number of opportunities which are currently being evaluated

for best contribution to the Group’s future. Our acquisition search will be dominated by copper

and other critical metals in areas the Board has experience in order to be positioned in the right

commodities at the right time when markets improve. We will keep shareholders posted on our

progress and in the meantime will seek to minimise costs and cash outgoings.

AGM and Resolutions: The resolutions for the forthcoming Annual General Meeting will be

contained in a separate Notice which will be made available to shareholders and on the

website www.kendrickresources.com. The Directors will recommend shareholders to vote in

favour of all the resolutions and a form of proxy will be dispatched to all shareholders for this

purpose.

Colin Bird

Chairman

29 April 2025

Kendrick Resources

PLC

Operational Financial Corporate and Strategy Reviews

INTRODUCTION

Kendrick Resources Plc was admitted to the Standard Segment of the Main Market of the London

Stock Exchange (“Admission”) on 6 May 2022 and is currently listed on the FCA’s Official List

(Equity Shares (transition)) its principal activity is that of mining exploration and development.

The Company’s focus has been on vanadium, nickel, and copper battery metals projects in

Scandinavia via its subsidiaries.

The Directors are required to provide a year-end report in accordance with the Financial Conduct

Authorities ("FCA") Disclosure Guidance and Transparency Rules ("DTR"). The Directors

consider this Financial, Corporate and Operational Review along with the Chairman’s Report, the

Strategic Review and the Directors’ Report provides details of the important events which have

occurred during the period and which impact on the financial statements as well as the outlook

for the Company and Group going forward.

The Company’s strategy is to enhance the value of its mineral resource projects through

exploration and technical studies conducted by the Company or through joint venture or other

arrangements with a view to establishing the projects can be economically mined for profit. The

Group has been seeking to do this by building an energy metals production business focused on

nickel, vanadium and copper mineral resources projects in Scandinavia. Having assessed the

current funding market for nickel exploration and development companies and the operational

and maintenance costs of its projects and their relative prospectivity the Board has decided to

focus on its Airijoki vanadium energy storage project in Sweden notwithstanding the

prospectivity of its other projects were they fully funded.

Given the Board’s extensive resource project experience in Southern Africa and the relative cost

of developing projects in Southern Africa compared to Scandinavia the Board has decided that it

is in the best interest of shareholders to seek new copper and critical metals project opportunities

in areas the Board have expertise in, including Southern Africa, and will update shareholders

when an appropriate projects(s) are identified and in the meantime the Group will seek to

minimise costs.

Operational Review

Acquisition during the year

There were no acquisitions during the year.

Impairment Provision

Having assessed the current funding market for nickel focussed exploration and development

companies and the operational and maintenance costs of its projects the Board has decided to

focus on its Airijoki vanadium energy storage project in Sweden notwithstanding the

prospectivity of its other projects were they fully funded.

In light of this assessment the decision has been made to make a full impairment provision in

relation to the Simesvallen 100, Kullberget100, Sumasjon1, Mjovattent and Njuggtraskliden

licences in Sweden, the Koitelainen licence in Finland and the Espedalen licences in Norway and

some incidental costs incurred in early 2024 in relation to the Karhujupukka North licences in

Finland and the Sigdal licence in Norway.

Kendrick Resources

PLC

Operational Financial Corporate and Strategy Reviews

Summary of Retained Airijoki Project:

The Airijoki vanadium copper project in Sweden comprises seven contiguous exploration permits

covering 39.41 km

and is supported by an Inferred Mineral Resource comprising 44.3 Mt at an

in-situ grade of 0.4% V

, containing 5.9 Mt of magnetite averaging 1.7% V

(in magnetite

concentrate) for 100,800 t of contained V

based on a 13.3% mass recovery of magnetite

concentrate and a 0.7% V

cut-off grade, on a 100% equity basis (and net attributable basis).

The main field exploration focus since the acquisition of the Airijoki project was a 1,394 metre

exploration drill program at the Airijoki vanadium copper project in Sweden conducted late in

2023 the results of which were announced on 8 February 2024.

The highlights of the drill results were:

 Results have been received for whole rock and vanadium magnetite concentrates

produced from eight holes drilled north of the existing Airijoki vanadium JORC Mineral

Resource containing 44.3 Mt @ 0.4% V2O5, in-situ, containing 5.9 Mt of magnetite

averaging 1.7% V2O5.

 Seven out of eight holes drilled intersected Vanadium mineralisation.

 Notable intercepts included:

o 0.52% V2O5 - whole rock (1.77% V2O5 - magnetite concentrate) over 28.80m

from 77.55m in hole AIR23-003, incl.

 0.72% V2O5 - whole rock (2.15% V2O5 – magnetite concentrate) over

12.00m from 89.50m

o 0.43% V2O5 – whole rock (1.44% V2O5 – magnetite concentrate) over 19.15m

from 75.85m in hole AIR23-008

o 0.32% V2O5 – whole rock (1.42% V2O5 – magnetite concentrate) over 28.65m

from 174.50m in AIR23-002

 incl. 0.40% V2O5 – whole rock (1.75% V2O5 -magnetite concentrate)

over 12 m from 186.5m

The combination of a JORC Mineral Resource, positive assay results and access to a further five

contiguous exploration licences expected to generate additional vanadium (and copper) targets

for follow up and possible future expansion of the current vanadium resource, support the

prospectivity of the Airijoki Project.

The emphasis at Airijoki has been to switch from further drilling to expanding the Mineral

Resource, to focusing on the development and implementation of an appropriate strategy to build

a sustainable vanadium business, this does not preclude future ongoing exploration. But in the

meantime we will be looking to build strategic alliances with both iron ore and vanadium miners

and processors, together with an alignment with end users of vanadium, principally in the

Vanadium Redox battery sphere. Operating to the highest possible standards, the Company aims

to become a significant contributor to the supply of vanadium in the Scandinavian battery arena.

Kendrick Resources

PLC

Operational Financial Corporate and Strategy Reviews

Financial Review

Financial highlights:

 £3.4m loss before tax (2023: £1.1m)

 Approximately £18k cash at bank at the year end (2023: £200k).

 The basic and diluted loss per share of 1.40 pence (2023: loss 0.45 pence) has been

calculated on the basis of the loss of £3,437,121 (2023: loss £1,099,162) and on

245,674,119 (2023: 242,565,645) ordinary shares, being the weighted average number

of ordinary shares in issue during the year ended 29 December 2024.

 The net asset value as at year end was £1.32m (2023 (£4.58m).

Fundraisings and issues of shares and options

The Company did not undertake any equity fundraising during the year but on 22 April 2024

announced that the Company had entered into an unsecured convertible loan funding facility

(the “Facility”) for £500,000 with Sanderson Capital Partners Ltd (the “Lender”), a long term

shareholder in the Company. The Facility is convertible at 0.75 pence per ordinary share

(“Shares”) and can be drawn down in 4 tranches of £125,000 each (“Loan Tranches”). The

Facility is a standby facility as a potential additional source of working capital for the Company

in a period when the funding market for junior exploration companies is subject to market

volatility. During the year a drawdown of £125,000 (“Tranche One Drawdown”) was made

and paid under the Facility. During the year a second drawdown of £125,000 (“Tranche Two

Drawdown” was made under the Facility but the Tranche Two Drawdown has not yet been

paid.

On 18 September 2024 the Company announced that it had issued 6,365,385 ordinary shares

to settle £46,000 of accrued fees due to suppliers.

The Company did not issue any share options during the period and issued 4,166,667 warrants

exercisable for three years in relation to the drawdown of £125,000 under the Facility which was

paid during the year.

Corporate Review

Company Board: The Board of the Company at the date of this report comprises Colin Bird,

Executive Chairman, Martyn Churchouse Managing Director and Non- executive directors Kjeld

Thygesen, Evan Kirby and Alex Borrelli.

Admission: The Company was admitted to the Official List on the now called FCA’s Official

List (Equity Shares (transition) category) and its shares commenced trading on 6 May 2022.

Corporate Acquisitions

There were no corporate acquisitions during the period.

Lock Up and Orderly Market arrangements at IPO:

At Admission the Directors and their related parties, in aggregate, held 47,294,860 Ordinary

Shares, representing 21.62% of the Enlarged Share Capital. The Directors agreed with the

Company and Novum Securities Limited (“Novum”) its Joint Broker, except for certain standard

exceptions, not to dispose of any interest in the Ordinary Shares held by them for a period of 12

months following Admission (Lock-In Period) and then for the following 12 months until 6 May

2024 not to dispose of their Ordinary shares without first consulting the Company and Novum in

Kendrick Resources

PLC

Operational Financial Corporate and Strategy Reviews

order to maintain an orderly market for the shares. The Directors and their related parties did not

dispose of any Ordinary Shares during the year.

Strategy Review

The Group’s strategy is to enhance the value of its mineral resource projects through exploration

and technical studies conducted by the Group or through joint venture or other arrangements with

a view to establishing the projects can be economically mined for profit. The Group has been

seeking to do this by building an energy metals production business focused on nickel, vanadium

and copper mineral resources projects in Scandinavia. Having assessed the current funding

market for nickel exploration and development companies and the operational and maintenance

costs of its projects and their relative prospectivity the Board has decided to focus on its Airijoki

vanadium energy storage project in Sweden notwithstanding the prospectivity of its other projects

were they fully funded.

Given the Board’s extensive resource project experience in Southern Africa and the relative cost

of developing projects in Southern Africa compared to Scandinavia the Board has decided that it

is in the best interest of shareholders to seek new copper and critical metals project opportunities

in areas where the Board has experience in, including Southern Africa, and will update

shareholders when an appropriate projects(s) are identified and in the meantime the Group will

seek to minimise costs.

Outlook

There is current volatility as markets seeks to understand and anticipate the effects of a second

Trump administration, a new era of higher tariffs, and the ongoing conflicts in Ukraine and the

Middle East. At a macro level there is a supply shortage for copper and critical metals and gold

is around all-time highs. Funding markets for exploration companies continued to be depressed

in 2024 but are showing some signs of improving for the right projects. The objective of the Board

is to work to enhance the value of the Group’s Airijoki vanadium project in Sweden and to seek

new copper and base and critical metals project opportunities in Southern Africa that can be cost

effectively advanced.

Kendrick Resources

PLC

STRATEGIC REPORT

The Directors present their strategic report for the year ended 29 December 2024.

PRINCIPAL ACTIVITIES

The Company’s principal activity is to enhance the value of its mineral resource projects

through exploration and technical studies conducted by the Company or through joint venture

or other arrangements with a view to establishing the projects can be economically mined for

profit. The Group has been seeking to do this by building an energy metals production

business focused on nickel, vanadium and copper mineral resources projects in Scandinavia.

Having assessed the current funding market for nickel exploration and development

companies and the operational and maintenance costs of its projects and their relative

prospectivity the Board has decided to focus on its Airijoki vanadium energy storage project

in Sweden notwithstanding the prospectivity of its other projects were they fully funded.

Given the Board’s extensive resource project experience in regions outside Scandinavia

including Southern Africa and the relative cost of developing projects in Southern Africa

compared to Scandinavia the Board has decided that it is in the best interest of shareholders to

seek new copper and critical metals project opportunities in areas the Board has expertise in

including Southern Africa and will update shareholders when an appropriate project(s) are

identified and in the meantime the Group will seek to minimise costs and cash out goings.

GOING CONCERN

As disclosed in Note 3, the Group currently has no income and meets its working capital

requirements through raising development finance. In common with many businesses

engaged in exploration and evaluation activities prior to production and sale of minerals the

Group will require additional funds and/or funding facilities in order to fully develop its

business plan.

Ultimately the viability of the Group is dependent on future liquidity in the exploration period

and this, in turn, depends on the Group’s ability to raise funds to provide additional working

capital to finance its ongoing activities. Management has successfully raised funds in the past,

but there is no guarantee that adequate funds will be available when needed in the future.

As at 29 December 2024, the Group had net assets of £1.32m and cash and cash equivalents

of £18k. An operating loss is expected in the year subsequent to the date of these financial

statements and as a result the Group will need to raise funding to provide additional working

capital to finance its ongoing activities.

On 22 April 2024 the Company announced it had entered into an unsecured convertible loan

funding facility (the “Facility”) for £500,000 with Sanderson Capital Partners Ltd (the

“Lender”), a long term shareholder in the Company. The Facility is convertible at 0.75 pence

per ordinary share (“Shares”) and can be drawn down in 4 tranches of £125,000 each (“Loan

Tranches”). The Facility is a standby facility as a potential additional source of working

capital for the Group in a period when the funding market for junior exploration companies is

subject to market volatility. During the year a drawdown of £125,000 (“Tranche One

Drawdown”) was made and paid under the Facility. During the year a second drawdown

Kendrick Resources

PLC

STRATEGIC REPORT

notice of £125,000 (“Tranche Two Drawdown”) was issued under the Facility but the

Tranche Two Drawdown has not yet been paid (see Note 17 for further details).

The Board acknowledges the Disclaimer of opinion in the independent auditors’ report

in respect of the Company’s and Group’s ability to continue as a going concern. Based

on its current reserves and the Board's assessment that the Group will be able to raise

additional funds, as and when required, to meet its working capital and capital expenditure

requirements, the Board have concluded that they have a reasonable expectation that the

Company and Group can based on a cash flow forecast to 30 April 2026 continue in

operational existence for the foreseeable future and at least for a period of 12 months from

the date of approval of these financial statements.

For these reasons the financial statements have been prepared on the going concern basis,

which contemplates continuity of normal business activities and the realisation of assets and

discharge of liabilities in the normal course of business.

ENERGY CONSUMPTION

The Company consumed less than 40MWh during the period and as such is a Low Energy

User as defined in the Environmental Reporting Guidelines Including streamlined energy and

carbon reporting guidance March 2019 (Updated Introduction and Chapters 1) and as such is

not required to provide detailed disclosures of energy and carbon information. Task Force on

Climate-related Financial Disclosures are contained in the Corporate Governance Statement.

PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A

WHOLE

The Directors believe they have acted in the way most likely to promote the success of the

Company for the benefit of its members, as required by s172 of the Companies Act 2006 as

detailed below.

The requirements of s172 are for the Directors to:

- Consider the likely consequences of any decision in the long term;

- Act fairly between the members of the Company;

- Maintain a reputation for high standards of business conduct;

- Consider the interests of the Company’s employees;

- Foster the Company’s relationships with suppliers, customers, and others; and

- Consider the impact of the Company’s operations on the community and the environment.

Our Board of Directors remain aware of their responsibilities both within and outside of the

Group. Within the limitations of a Group with so few employees we endeavour to follow these

principles, and examples of the application of the s172 are summarised and demonstrated

below.

Kendrick Resources

PLC

STRATEGIC REPORT

The Company operates as a mining exploration and development company which is

speculative in nature and at times may be dependent upon fund-raising for its continued

operation. The nature of the business is well understood by the Company’s members,

employees and suppliers, and the Directors are transparent about the cash position and funding

requirements.

The Company is investing time in developing and fostering its relationships with its key

suppliers.

As a mining exploration company with future operations based in Scandinavia, the Board

takes seriously its ethical responsibilities to the communities and environment in which it

works. Task Force on Climate-related Financial Disclosures are contained in the Corporate

Governance Statement.

The interests of future employees and consultants are a primary consideration for the Board,

and we have introduced an inclusive share-option programme allowing them to share in the

future success of the Company. Personal development opportunities are encouraged and

supported.

KEY PERFORMANCE INDICATORS

Key performance indicators for the Group as a measure of financial performance are as

follows:

Year

ended

Year

ended

December

202

ota

assets

267

,173

5,006,709

Net

assets

1,3

4,577,999

Cas

cas

equivalents

17,551

199,992

rad

othe

payables

(

378

)

(428,710)

Loss before tax for the year

(3,

121

)

(1,099,162)

Results for the year: The Group reported a loss before taxation for the year of £3,437,121

(2023: £1,099,162) mainly due to administrative costs of £693,059 (2023: £580,287), including

professional, consulting and directors’ fees and an impairment of £2,737,711 (2023: £448,904)

against licences we have decided to relinquish to focus on our Airijoki, project. Net assets at

29 December 2024 amounted to £1,320,795 (2023: £4,577,999) including exploration and

evaluation assets of £2,200,826 (2023: £4,756,879) and cash of £17,551 (2023: £199,992).

As explained under the Principal Activities section of this report, the Board has decided the

Group should focus on its Airijoki vanadium project in Sweden and is seeking new copper and

critical metals projects in areas where the Board has expertise in, including Southern Africa.

Kendrick Resources

PLC

STRATEGIC REPORT

PRINCIPAL RISKS AND UNCERTAINTIES

The Group is subject to various risks similar to all exploration companies operating in overseas

locations relating to political, economic, legal, industry and ﬁnancial conditions, not all of

which are within its control. The Group identiﬁes and monitors the key risks and uncertainties

affecting the Group and runs its business in a way that minimises the impact of such risks

where possible.

The following risks factors, which are not exhaustive, are particularly relevant to the Group’s

current and future business activities:

Licensing and title risk

Governmental approvals, licences and permits are, as a practical matter, subject to the

discretion of the applicable governments or government ofﬁces. The Group must generally

and specifically in relation to future projects comply with known standards, existing laws and

regulations that may entail greater or lesser costs and delays depending on the nature of the

activity to be permitted and the interpretation of the laws and regulations by the permitting

authorities. New laws and regulations, amendments to existing laws and regulations, or more

stringent enforcement could have a material adverse impact on the Group’s result of operations

and ﬁnancial condition. The Group’s exploration activities are dependent upon the grant of

appropriate licences, concessions, leases, permits and regulatory consents which may be

withdrawn or made subject to limitation.

There is a risk that negotiations with the relevant government in relation to the renewal or

extension of a licence may not result in the renewal or grant taking effect prior to the expiry

of the previous licence and there can be no assurance as to the terms of any extension, renewal

or grant. This is a risk that all resource companies are subject to, particularly when their assets

are in emerging markets. The Group continually seeks to do everything within its control to

ensure that the terms of each licence are met and adhered to.

Dependency on key personnel

Management comprises a small team of experienced and qualified executives. The Directors

believe that the loss of any key individuals in the team or the inability to attract appropriate

personnel could impact the Group’s performance.

Although the Group has entered into contractual arrangements to secure the services of its key

personnel, the retention of these services and the future costs associated therewith cannot be

guaranteed.

Royalty arrangement and the Kabwe plant

Prior to the Company Listing on 6 May 2022 and acquiring the Nordic Projects the Company

had an interest in the Kabwe Project which has been fully provided against. As reported in the

2020 accounts Jubilee Metals Group PLC ("Jubilee") is the sole operator of the Kabwe Project

and has full control of the execution methodology. In addition, Jubilee has agreed to fund the

Kabwe Project by way of debt finance without dilution to Kendrick's shareholding which

amounted to a fixed 11% and has been converted to an 11% royalty. Jubilee is currently

Kendrick Resources

PLC

STRATEGIC REPORT

actively engaged in copper refining through its purpose-designed refinery at Kabwe. The zinc

price has been extremely volatile and the zinc tailings at Kabwe may be metallurgically

complex, giving way to copper production, being the best alternative to the refinery. Against

the aforementioned, the Board has no expectation of any royalty income in the midterm but

are negotiating with Jubilee to sell the royalty back to Jubilee.

Legal risk

The legal systems in the countries in which the Group’s operations are currently and

prospectively located are different to that of the UK. This could result in risks such as: (i)

potential difficulties in obtaining effective legal redress in the courts of such jurisdictions,

whether in respect of a breach of law or regulation, or in an ownership dispute; (ii) a higher

degree of discretion on the part of governmental authorities; (iii) the lack of judicial or

administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies

or conflicts between and within various laws, regulation, decrees, orders and resolutions; and

(v) relative inexperience of the judiciary and courts in such matters.

In certain jurisdictions the commitment of local business people, government officials and

agencies and the judicial system to abide by legal requirements and negotiated agreements

may be more uncertain. In particular, agreements in place may be susceptible to revision or

cancellation and legal redress may be uncertain or delayed. There can be no assurance that

joint ventures, licences, licence applications or other legal arrangements will not be adversely

affected by the actions of government authorities or others and the effectiveness of and

enforcement of such arrangements in these jurisdictions cannot be assured.

Liquidity and financing risk

Although the Directors consider that the Company and Group has sufficient funding in place,

there can be no guarantee that further funding will be available and on terms that are acceptable

to the Company should additional costs or delays arise. Nor can there be any guarantee that

the additional funding will be available to allow the Company to obtain and develop additional

projects in the necessary timeframe.

The Directors review the Company’s and Group’s funding requirements on a regular basis,

and take such action as may be necessary to either curtail expenditures and / or raise additional

funds from available sources including asset sales and the issuance of debt or equity.

Governmental approvals, licences and permits

Governmental approvals, licences and permits are, as a practical matter, subject to the

discretion of the applicable governments or government offices. The Group must comply with

known standards and existing laws and regulations, any of which may entail greater or lesser

costs and delays depending on the nature of the activity to be permitted and the interpretation

of the laws and regulations by the permitting authorities. Delays in granting such approvals,

licences and permits, new laws and regulations, amendments to existing laws and regulations,

or more stringent enforcement could have a material adverse impact on the Group’s result of

operations and financial condition. The Group’s activities are dependent upon the grant of

appropriate licences, concessions, leases, permits and regulatory consents which may be

withdrawn or made subject to limitation.

Kendrick Resources

PLC

STRATEGIC REPORT

There is a risk that negotiations with the relevant government in relation to the renewal or

extension of a licence may not result in the renewal or grant taking effect prior to the expiry

of the previous licence and there can be no assurance as to the terms of any extension, renewal

or grant.

Liability and insurance

The nature of the Group’s business means that the Group may be exposed to potentially

substantial liability for environmental damages. There can be no assurance that necessary

insurance cover will be available to the Group at an acceptable cost, if at all, nor that, in the

event of any claim, the level of insurance carried by the Group now or in the future will be

adequate.

The Group’s operations are also subject to environmental and safety laws and regulations,

including those governing the use of hazardous materials. The cost of compliance with these

and similar future regulations could be substantial and the risk of accidental contamination or

injury from hazardous materials with which it works cannot be eliminated. If an accident or

contamination were to occur, the Group would likely incur significant costs associated with

civil damages and penalties or criminal fines and in complying with environmental laws and

regulations. The Group’s insurance may not be adequate to cover the damages, penalties and

fines that could result from an accident or contamination and the Group may not be able to

obtain adequate insurance at an acceptable cost or at all.

Currency risk

The Company expects to present its financial information in sterling although part or all of its

business may be conducted in other currencies. As a result, it will be subject to foreign

currency exchange risk due to exchange rate movements which will affect the Group’s

transaction costs and the translation of its results. The majority of the payments were in Euros

and SEK (Swedish Krona), but while there were significant fluctuations in the year the

payments were not significant at this early stage as there were limited operations.

Economic, political, judicial, administrative, taxation or other regulatory factors

The Group may be adversely affected by changes in economic, political, judicial,

administrative, taxation or other regulatory factors, in the territories in which the Group will

operate particularly in the Scandinavian region.

Taxation

Any change in the Company’s tax status or the tax applicable to holding Ordinary Shares or

in taxation legislation or its interpretation, could affect the value of the investments or assets

held by the Company, which in turn could affect the Company’s ability to provide returns to

Shareholders and/or alter the post-tax returns to shareholders. Statements in this document

concerning the taxation of the Company and its investors are based upon current tax law and

practice which may be subject to change.

Kendrick Resources

PLC

STRATEGIC REPORT

Approved by the Board of Directors and signed on behalf of the Board.

C Bird

Chairman

29 April 2025

Kendrick Resources

PLC

BOARD OF DIRECTORS

Colin Bird

Executive Chairman Colin is a chartered mining engineer and a Fellow of the Institute of

Materials, Minerals and Mining with more than 40 years’ experience in resource operations

management, corporate management, and finance. Colin has multi commodity mine

management experience in Africa, Spain, Latin America and the Middle East. He has been

the prime mover in a number of public company listings in the UK, Canada and South Africa.

His most notable achievement was founding Kiwara Resources Plc and selling its prime asset,

a copper property in Northern Zambia, to First Quantum Minerals for US$260 million in

November 2009.

Other current directorships

Includes African Pioneer Plc, Bezant Resources Plc, Bird Leisure and Admin (Pty) Ltd,

Galileo Resources Plc, Lion Mining Finance Ltd, New Age Metals Inc, Revelo Resources

Corp, Sandown Holdings, Shamrock Holdings Inc, Tiger Resource Finance Plc, Virgo

Business Solutions (Pty) Ltd, Xtract Resources Plc, Camel Valley Holdings Inc, Crocus-Serv

Resources (Pty) Ltd, Africibum (Pty) Ltd, Enviro Zambia Ltd, and Eureka Mine International

Ltd, ProspectOre Pty Ltd, BC Ventures Limited.

Former directorships in the last 5 years

Braemore Resources Ltd, Dullstroom Plats (Pty) Ltd, Enviro Mining Ltd, Enviro Processing

Ltd, Enviro Props Ltd, Galagen (Pty) Ltd, Kabwe Operations Mauritius, Maude Mining &

Exploration (Pty) Ltd, NewPlats (Tjate) (Pty) Ltd, Newmarket Holdings, Tjate Platinum

Corporation (Pty) Ltd, Windsor Platinum Investments (Pty) Ltd, Windsor SA Pty Ltd, Tara

Bar and Restaurant CC, Add X Trading 810 CC, Afminco (Pty) Ltd, Dialyn Café CC,

Emanual Mining and Exploration (Pty) Ltd, Europa Metals Ltd, Isigidi Trading 413 CC,

Jubilee Metals Group Plc, Jubilee Smelting & Refining (Pty) Ltd, Jubilee Tailings Treatment

Company (Pty) Ltd, M.I.T. Ventures Group, Mokopane Mining & Exploration (Pty) Ltd,

NDN Properties CC, Orogen Gold Plc, Pilanesberg Mining Co (Pty) Ltd, Pioneer Coal (Pty)

Ltd, PowerAlt (Pty) Ltd, SacOil Holdings Ltd, Sovereign Energy Plc, Thos Begbie Holdings

(Pty) Ltd, Mistral Resource Development Corporation ltd, Galileo Resources South Africa

(Pty) Ltd and Holyrood Platinum (Pty) Ltd, Umhlanga Lighthouse Café CC, Glenover

Phosphate (Pty) Ltd, Mitte Resources Investment Ltd.

Martyn Churchouse:

Martyn Churchouse is a Geologist and consultant with over 40 years’ experience working in

the mining industry. He graduated from the University of London with a BSc in Geology and

also has a MSc in Mining & Exploration from the Camborne School of Mines. Martyn has

had experience as a board director and founder of many AIM listed mining and resource

companies. Since the beginning of 2022 Martyn has been a consultant to an exploration

company with oversight of exploration and mine development programmes covering multiple

targets and resources on the African sub-continent.

Other current directorships

Bybrook Community Concierge Ltd, Ford Flyfishers Limited and M Churchouse Consultancy

Limited.

Kendrick Resources

PLC

BOARD OF DIRECTORS

Former directorships in the last 5 years

Caerus Mineral Resources Plc and New Cyprus Copper P.A. Ltd.

Kjeld Thygesen

Non-Executive Director Kjeld Thygesen is a mining investment veteran of more than 45

years. After being a mining analyst at James Capel in the latter half of the 1970’s he was

manager of the commodities department at Rothschild Asset Management between 1980-89.

In 1990 he formed Lion Resource Advisors as a specialist adviser in the mining and natural

resource sectors. LRA was the advisor to the Midas Fund in the US between 1992-2000,

which was one of the top performing funds during that period. From 2002-2008 he was

Investment director of Resources Investment Trust, a London listed investment trust which

returned a threefold investment during that period. He has served on several mining company

boards over the past twenty years including currently being a director of African Pioneer Plc

and Xtract Resources Plc.

Alex Borrelli

Non-Executive Director Alex Borrelli, FCA, initially studied medicine and then qualified as

a chartered accountant with Deloitte, Haskins & Sells, London in 1982. He then worked in

corporate finance at Guinness Mahon, Samuel Montagu and as a corporate finance and main

board director at Charterhouse. Through his investment banking career, he has acted on a wide

variety of corporate transactions in a senior role, including flotations, takeovers, mergers, and

acquisitions for private and quoted companies. For the last 20 years, he has been acting as

chairman and director of various listed companies, and is also a director of AIM-listed

Greatland Gold PLC, Tiger Royalties and Investments PLC, Bradda Head Lithium Limited

and Red Rock Resources PLC.

Evan Kirby

Non-Executive Director Dr Kirby, is a metallurgist with over 40 years of international

involvement. He worked initially in South Africa for Impala Platinum, Rand Mines and then

Rustenburg Platinum Mines. Then in 1992, he moved to Australia to work for Minproc

Engineers and then Bechtel Corporation. After leaving Bechtel in 2002, he established his

own consulting company to continue with his ongoing mining project involvement. Evan’s

personal “hands on” experience covers the financial, technical, engineering and

environmental issues associated with a wide range of mining and processing projects.

Other current directorships

Non-executive director of Europa Metals Ltd (listed on AIM and AltX of the JSE) and Bezant

Resources Plc (AIM listed), and Director of private company, Metallurgical Management

Services Pty Ltd.

Former directorships in the last 5 years

Technical director of Jubilee Metals Group PLC (AIM listed), Balama Resources Pty Ltd

(Private Company, formerly ASX listed New Energy Minerals Limited and originally

Mustang Resources Limited).

Kendrick Resources

PLC

DIRECTORS REMUNERATION REPORT

This Directors’ Remuneration Report sets out the Company’s policy on the remuneration of

Directors, together with details of Directors’ remuneration packages and service contracts for the

year ended 29 December 2024.

The Company’s policy is to maintain levels of remuneration to attract, motivate, and retain

Directors and Senior Executives of the highest calibre who can contribute their experience to

deliver industry-leading performance with the Company’s operations. The Company is

nonetheless mindful of the need to balance this objective with the fact that it is pre-revenue.

Since listing on 6 May 2022, the Company’s Directors have largely remunerated through a

combination of modest salaries and/or fees, share options and where relevant, equity positions as

founders and as a result the total salaries and fees payable to directors has been relatively modest.

As the Company grows, and increasingly makes hires, it will become necessary to move to a more

long-term and sustainable policy, which continues to align the interests of Directors and senior

staff with those of shareholders while recognising that new hires will not initially have a

significant equity position.

Accordingly, it is likely that compensation packages for Executive Directors will need to move

over time to a level more consistent with the market. Currently, Directors’ remuneration is not

subject to specific performance targets. The Company is sufficiently small that the Board does

not consider that it is necessary to impose such targets as a matter of principle but believes that

exceptional performance can be rewarded on an ad hoc basis.

The 2021 AGM approved a share option scheme which is to incentivise both Executive, non-

Executive Directors, and consultants as well individuals holding positions of responsibility in the

Company (“Share Option Scheme”). On 2 February 2023 the Company announced that pursuant

to the Share Option Scheme 22,550,000 options over Ordinary Shares (“Options”) were

awarded, 13,750,000 of the Options were awarded to Directors of the Company, as detailed

further in Note 19 and the balance of 8,800,000 Options to other eligible participants. The

Company had not previously issued any Options under the Share Option Scheme.

The 2024 Annual General Meeting also approved the Company establishing updated incentive

schemes to more closely align the interest of directors, officers, employees and consultants with

those of shareholders by providing for the payment of short-term, annual and transaction

incentive awards in cash or Company shares (the “Proposed Incentive Schemes”). Awards

under the Proposed Incentive Schemes are not intended to replace the Share Option Scheme

arrangements. The Proposed Incentive Schemes shall continue in place until the Board of the

Company have put an alternative incentive scheme to the Company’s shareholders which the

Company’s shareholders have approved.

The Board considers the remuneration of Directors and senior staff and their employment terms

and makes recommendations to the Board of Directors on the overall remuneration packages. No

Director takes part in any decision directly affecting their own remuneration.

Kendrick Resources

PLC

DIRECTORS REMUNERATION REPORT

There has been no correspondence to date from shareholders relating to Directors’ remuneration

matters and therefore no such matters have been considered by the Board in formulating the

Company’s remuneration policy.

In determining Executive Director remuneration policy and practices, the Board aims to address

the following factors:

• Clarity - remuneration arrangements should be transparent and promote effective

engagement with shareholders and the workforce;

• Simplicity - remuneration structures should avoid complexity and their rationale and

operation should be easy to understand;

• Risk - remuneration arrangements should ensure reputational and other risks from

excessive rewards, and risks that can arise from target-based incentive plans, are identified

and mitigated;

• Predictability - the range of possible values of rewards to individual directors and any

other limits or discretions are identified and explained at the time of approving the policy;

• Proportionality – the clarity of the link between individual awards, the delivery of

strategy and the long-term performance of the company should be clear; and

• Alignment to culture - incentive schemes, when implemented will drive behaviours

consistent with company purpose, values and strategy.

Directors’ remuneration

Remuneration of the Directors for the years ended 29 December 2024 and 2023 was as follows:

2024

Directors’

Fees

Salary and

Consulting

Fees

Total

fees year

ended

C Bird

18,000

30,000

48,000

K Thygesen

18,000

M A Borrelli

18,000

E Kirby

18,000

M. Churchouse

,000

6,000

24,000

Total

,000

126,000

On 2 February 2023 the Directors were, pursuant to the Executive Share Option Scheme approved

at the AGM on 4 February 2021, granted 13,750,000 options over ordinary shares expiring on 3

February 2031 with an exercise price of 3.5 pence (“Share Option Scheme Options”). Further

details of the Share Option Scheme Options issued to Directors are provided in the Directors’

Report on page 28.

Kendrick Resources

PLC

DIRECTORS REMUNERATION REPORT

2023

Directors’

Fees

Salary and

Consulting

Fees

Total

fees year

ended

C Bird

18,000

30,000

48,000

K Thygesen

18,000

M A Borrelli

18,000

E Kirby

18,000

M. Churchouse

(1)

22,000

Total

94,000

30,000

124,000

(1)

M Churchouse was appointed a director on 31 January 2023 and in 2023 prior to his

appointment was paid consultancy fees of £2,000 (2022 £14,000).

Note 21 provides details of Director’s Letters of Appointment and Service Agreements.

Pension arrangements

There were no pensions or other similar arrangements in place with any of the Directors during

the years ended 29 December 2024 or 2023.

Directors’ Interests

The interests (as deﬁned in the Companies Act) of the Directors holding ofﬁce during the period

as at the year end in the share capital are shown below:

29 December 2024 29 December 2023

Director Number of Ordinary

Percentage

of issued

ordinary

capital

Number of

Ordinary

Percentage of

issued ordinary

share capital

Colin Bird* 47,819,227

19.11%

45,069,227

18.48%

Martyn Churchouse -

Kjeld Thygesen 2,142,857

0.86%

2,142,857

0.88%

Alex Borrelli 82,777

0.03%

82,777

0.03%

Evan Kirby -

* Includes 3,695,238 shares held by Lion Mining Finance Ltd and 33,428,571 shares held by

Camden Park Trading Ltd, companies controlled by Colin Bird.

13,750,000 options over ordinary shares expiring on 3 February 2031 with an exercise price of

3.5 pence were granted to Directors on 2 February 2023 pursuant to the Share Option Scheme

approved at the AGM on 4 February 2021 (“Share Option Scheme Options”). Further details of

Kendrick Resources

PLC

DIRECTORS REMUNERATION REPORT

the Share Option Scheme Options issued to Directors are provided in the Directors’ Report on

page 28 and in note 19.

No warrants were issued to Directors in 2024, at Admission on 6 May 2021 the warrants in the

table below over ordinary shares in the issued share capital of the Company were issued to

Directors in office at the period end. 4,380,952 Convertible Note Warrants, including 1,409,524

Convertible Note Warrants issued to Lion Mining Finance Limited, a company controlled by

Colin Bird, expired on 6 November 2023 and the Fundraising Warrants expire on 6 May 2025.

None of the warrants were exercised during the period.

Director

Number

Warrants

Exercise

price

(pence)

Expiry Date

Colin Bird

Fundraising Warrants 1,571,400

6.0

Expires on 6 May 25

Kjeld Thygesen

Fundraising Warrants 1,000,000

6.0

Expires on 6 May 25

Alex Borrelli -

Evan Kirby -

Martyn Churchouse -

Other than as set out above, none of the Directors as at 29 December 2024 held any interest in

shares of the Company during the year.

This report was approved by the Board on 29 April 2025 and signed on its behalf by:

C Bird

Chairman

29 April 2025

Kendrick

Resources

PLC

CORPORATE GOVERNANCE STATEMENT

The Company is managed under the direction and supervision of the Board of Directors. Among

other things, the Board sets the vision and strategy for the Company in order to effectively

implement the Company’s business model.

Good corporate governance creates shareholder value by improving performance while

reducing or mitigating risks that the Company faces as we seek to create sustainable growth

over the medium to long-term. It is my role as Chairman to lead the Board effectively and to

oversee the adoption, delivery and communication of the Company’s corporate governance

model.

The Listing Rules require all companies initially admitted to the Standard Segment of the FCA’s

Official List to adopt and comply with a recognised corporate governance code, the Board has

adopted the Quoted Companies Alliance Corporate Governance Code (the “Code”). It was

decided that the Code was more appropriate for the Company’s size and stage of development

than the more prescriptive Financial Reporting Council’s UK Corporate Governance Code.

The Company holds timely board meetings as issues arise which require the attention of the Board

and also discuss matters amongst themselves prior to passing written resolutions of all the

Directors which happened 4 times during the year. The Board is responsible for the management

of the business of the Company, setting the strategic direction of the Company and establishing

the policies of the Company. It is the Directors’ responsibility to oversee the financial position of

the Company and monitor the business and affairs of the Company, on behalf of the Shareholders,

to whom they are accountable. The primary duty of the Directors is to act in the best interests of

the Company at all times. The Board also addresses issues relating to internal control and the

Company’s approach to risk management and has formally adopted an anti-corruption and bribery

policy.

The Directors have established an Audit Committee and a Remuneration Committee with

formally delegated duties and responsibilities. There is no separate Nomination Committee given

the size of the Board and, during the year, no such committee met. All Director appointments are

approved by the Board as a whole.

Evan Kirby and Kjeld Thygesen are considered by the Board to be independent Non-Executive

Directors.

Audit Committee

The Audit Committee, which currently comprises Alex Borrelli (Chairman of the Audit

Committee), Evan Kirby and Kjeld Thygesen and has the primary responsibility for monitoring

the quality of internal control and ensuring that the financial performance of the Company is

properly measured and reported on and for reviewing reports from the Company’s auditors

relating to the Company’s accounting and internal controls. The Committee is also responsible

for making recommendations to the Board on the appointment of auditors and the audit fee and

for ensuring the financial performance of the Company is properly monitored and reported. The

Audit Committee will meet not less than three times a year. Given the size of the Company it

does not have an internal audit function and the auditors take this into consideration in planning

their audit of the Company’s financial statements.

Kendrick

Resources

PLC

CORPORATE GOVERNANCE STATEMENT

Remuneration Committee

The Remuneration Committee, which currently comprises Evan Kirby (Chairman of the

Remuneration Committee), Kjeld Thygesen and Alex Borrelli and is responsible for the review

and recommendation of the scale and structure of remuneration for senior management, including

any bonus arrangements or the award of share options with due regard to the interests of the

Shareholders and the performance of the Company.

Share Dealing Code

The Company has adopted, with effect from Admission, a share dealing policy regulating trading

and confidentiality of inside information for the Directors and other persons discharging

managerial responsibilities (and their persons closely associated) which contains provisions

appropriate for a company whose shares are admitted to trading on the Official List (particularly

relating to dealing during closed periods which will be in line with the Market Abuse Regulation).

The Company will take all reasonable steps to ensure compliance by the Directors and any

relevant employees with the terms of that share dealing policy. None of the Directors dealt in the

Company’s shares during the period.

Meetings of the Directors

The number of meetings of the Board of Directors of the Company and its committees held during

the year ended 29 December 2024 and the number of meetings attended by each director is tabled

below.

2024

Meetings held whilst in

office

No. of meetings

attended

Board

Audit

Board

Audit

C. Bird

n.a.

M.A. Borrelli

E. Kirby

K Thygesen

M Churchouse

n.a.

2023

Meetings held whilst in

office

No. of meetings

attended

Board

Audit

Board

Audit

C. Bird

n.a.

M.A. Borrelli

E. Kirby

K Thygesen

M Churchouse

n.a.

* Appointed 31 January 2023

Diversity Policy

The Board operates a policy whereby Directors and other individuals considered for employment

and professional services across the Group are selected on the basis of their experience,

professional qualifications and ability and as such the Company does not discriminate on aspects

such as age, gender or educational and professional background.

Kendrick

Resources

PLC

CORPORATE GOVERNANCE STATEMENT

The Company is a small exploration company and the Company’s only employees comprise the

five Board Directors four of whom have been in office since Admission on 6 May 2022 and were

the Board members on the basis of whose experience and expertise investors invested in the

Company at the time of the Listing. The Company has at the date of these financial statements

not met the following targets on board diversity

(i) at least 40% of the individuals on its Board of Directors are women;

(ii) at least one of the following senior positions on its board of directors is held by a

woman (A) the chair; (B) the chief executive; (C) the senior independent director; or

(D) the chief financial officer; and

(iii) at least one individual on its Board of Directors is from a minority ethnic background.

The diversity composition of the Board is shown in the table below:

Number of

board

members

Percentage

of the board

Number of senior

positions on the board

(1)

Number in

executive

management

Percentage of

executive

management

Men 5

100 %

100%

Women

Nil

(1)

(CEO, SID and Chair)

Ethnic Background of Board members

Number

of board

members

Percent

age of

the

board

Number of

senior

positions on

the board

(1)

Number in

executive

management

Percentage of

executive

management

White British or other

White (including

minority

white groups)

5 100% 3 2 40%

Mixed/Multiple Ethnic

Groups

- - - - -

Asian/Asian British

Black/African/Caribbean/

Black British

- - - - -

Other ethnic group,

including Arab

- - - - -

Not specified/ prefer not

to say

- - - - -

(1)

(CEO, SID and Chair)

Kendrick

Resources

PLC

CORPORATE GOVERNANCE STATEMENT

Internal control

The Board is responsible for establishing and maintaining the Group’s system of internal control.

Internal control systems manage rather than eliminate the risks to which the Group is exposed

and such systems, by their nature, can provide reasonable but not absolute assurance against

misstatement or loss.

There is a continuous process for identifying, evaluating and managing the significant risks faced

by the Group. The key procedures which the Directors have established with a view to providing

effective internal control, are as follows:

¨Identification and control of business risks -The Board identifies the major business risks

faced by the Group and determines the appropriate course of action to manage those risks.

¨ Budgets and business plans - Each year the Board approves the business plan and annual

budget. Performance is monitored and relevant action taken throughout the year through

the regular reporting to the Board of changes to the business forecasts.

¨ Investment appraisal - Capital expenditure is controlled by budgetary process and

authorisation levels. For expenditure beyond specified levels, detailed written proposals

must be submitted to the Board. Appropriate due diligence work is carried out if a business

or asset is to be acquired.

Environment, health, safety and community statement

The Group is committed to providing a safe working environment for all its employees and to

responsibly manage all of the environmental interactions of its business. Its objective is to perform

and achieve at a level notably in excess of the regulatory minimum required by the host countries

in which it does business.

The following specific principles in relation to Health & Safety, Environment and Communities

are adhered to by the Group:

Health & Safety

• Provision of health and safety training to all employees;

• All necessary measures are taken to minimise workplace injuries; and

• Establishment of management and advisory programmes for the prevention of

transmissible diseases.

Environment

The Group prides itself on being a skilled and responsible operator. It functions with the clear

mandate of being in full compliance with corporate standards, applicable environmental laws,

regulations and permit requirements. It has an internal monitoring programme in place that plays

a critical role in continuously improving its environmental performance.

Kendrick

Resources

PLC

CORPORATE GOVERNANCE STATEMENT

The Group strives to minimise its environmental effects wherever and to:

• Comply with applicable laws, regulations and commitments wherever it operates;

• Ensure it has the necessary resources, procedures, training programmes and

responsibilities in place to achieve its environmental objectives;

• Strive to protect air and water quality, minimise consumption of water and energy, and

protect natural habitats and biodiversity;

• Promote an ongoing environmental dialogue with its stakeholders in the communities

where it conducts business;

• Collaborate with stakeholders to define environmental priorities and to protect the

environment; and

• Consider the requirement for environmental protection in all aspects of exploration and

development.

Communities

As well as recognising the need to protect the natural environment the Group will follow Best

Practices in:

• its interactions with local communities;

• respecting customs and cultural practices; and

• minimising intrusion upon lifestyles and traditions.

The Group will not violate human rights and will, wherever possible, favour employment for

local people when it recruits. It will strive to be recognised as a socially aware and responsible

business.

Task Force on Climate-related Financial Disclosures (TCFD)

The Group has not included climate-related financial disclosures consistent with any of the TCFD

Recommendations and Recommended Disclosures, as required by Listing Rule 14.3.27, neither

in this annual financial report or any other document as it has not yet established the metrics and

obtained the data to do this. Set out below is a summary of the Group's activities and how the

Group proposes to align with the TCFD recommendations. The Group will provide an update of

its alignment with the TCFD recommendations in next year's Annual Report.

TCFD was established in 2015 to improve and increase reporting of climate-related financial

information and to provide information to investors about the actions companies are taking to

mitigate the risks of climate change, as well as to provide increased clarity on the way in which

they are governed.

The Group’s business strategy is to deliver energy metals to Europe to help enable its renewable

energy transformation by building a top tier energy metals production a business focused on

quality of vanadium and nickel mineral resources in Scandinavia. As an organisation, we

recognise the growing importance of understanding the impact of climate change on the

environment in which we operate and its potential impact on the business.

The Group’s exploration activities are “asset” light as the Group does not own its drilling and

exploration equipment and instead uses contractors and it is a standard operating procedure for

exploration activities to be conducted in accordance with applicable environmental regulations.

The effect of this is that the Group’s demand for and use of carbon fuels is very low though its

Kendrick

Resources

PLC

CORPORATE GOVERNANCE STATEMENT

contractors will use carbon fuels. An opportunity arising for the Group’s from climate change is

that copper is projected to increase in response to the global green energy transition in particular

for electric vehicles, charging stations and the generation and distribution of renewable energy.

The Group is planning to adopt the TCFD framework and recommendations to the extent that it

is appropriate given the size of the company and its activities. The framework is useful as a guide

to understand how climate change could impact a broad range of business drivers and will provide

a structured approach for the Group, to work towards embedding climate into our decision-

making and will enable us to learn from and apply best practice on reporting and disclosures.

We see this as a means to increase the quality and transparency in our climate related disclosures

whilst taking the first steps on the roadmap of TCFD reporting. We aim to ensure our stakeholders

will have a better understanding of the Group’s operational and business resilience to climate

change and how we will incorporate the consideration of climate-related risks and opportunities

in our business model. The table below provides a brief statement on our current thought process

to understand and begin aligning with the TCFD recommendations.

Governance: The Group’s governance relating to climate-related risks and opportunities is

the responsibility of the Board.

Strategy: The actual and potential impacts of climate-related risks and opportunities will have

effects on the business policies, strategy and financial planning of the Group.

Risk Management: The financial director is responsible for the Group’s risk assessment and

identifying, assessing, and managing climate related risks is part of that function.

Metrics & Targets: The formulation of metrics and targets used to assess and manage relevant

climate related risks and opportunities will be considered.

Kendrick Resources

PLC

DIRECTORS’ REPORT

The Directors present their report together with the audited ﬁnancial statements, for the year

ended 29 December 2024.

RESULTS AND DIVIDENDS

The results for the year are set out in the Group Statement of Comprehensive Income on

page 38. The Directors do not recommend the payment of a dividend on the ordinary shares

(2023: nil).

DIRECTORS

The names of the Directors who served throughout the period and subsequent to the year

end, except where shown otherwise, are as follows:

C Bird , K Thygesen , M A Borrelli, E Kirby and M Churchouse.

DIRECTORS’ REMUNERATION

The Directors’ remuneration is detailed in the Directors’ Remuneration Report on pages 18

to 21.

DIRECTORS’ AND OFFICERS’ INDEMNITY INSURANCE

The Group has purchased Directors’ and Officers’ liability insurance which provides cover

against liabilities arising against them in that capacity.

ISSUES OF SHARES, OPTIONS AND WARRANTS

On 18 September 2024 the Company announced the issue of 6,365,385 new ordinary shares

of £0.0003 (“Ordinary Shares”) to settle £46,000 of accrued fees due to suppliers.

22,550,000 options over ordinary shares expiring on 3 February 2031 with an exercise price

of 3.5 pence were granted on 2 February 2023 pursuant to the Share Option Scheme

approved at the AGM on 4 February 2021 (“Share Option Scheme Options”). Of the

22,550,000 Share Option Scheme Options, 13,750,000 were awarded to directors of the

Company, as detailed in the table below and the balance of 8,800,000 to other eligible

participants. The Company has not previously issued any Share Option Scheme Options.

Executive Directors No. of Options

Colin Bird Executive Chairman 6,000,000

Martyn Churchouse 5,000,000

Non Executive Directors:

Alex Borrelli 1,000,000

Evan Kirby 1,000,000

Kjeld Thygesen 750,000

Total Directors 13,750,000

Kendrick Resources

PLC

DIRECTORS’ REPORT

The Company did not issue any share options during the period and issued 4,166,667 warrants

exercisable for three years in relation to the drawdown of £125,000 under the Facility which

was paid during the year.

FINANCIAL INSTRUMENTS

An explanation of the Group’s financial risk management objectives, policies and strategies

is set out in note 20.

IMPACT OF UKRAINE CONFLICT

The Directors consider as a result of the Ukraine conflict and related sanctions there is no impact

on the Company as it has no assets or business activities or suppliers with links in Ukraine or

Russia and is not aware of any persons sanctioned in relation to the Ukraine conflict owning

shares in the Company.

EVENTS AFTER THE REPORTING DATE

Events after the reporting date have been disclosed in note 23 to the financial statements.

STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO THE AUDITORS

The Directors, who were in office at the date of approval of this report, confirm that, so far

as they are aware, there is no relevant audit information of which the Company’s auditor is

unaware and that they have taken all reasonable steps to make themselves aware of any

relevant audit information and to establish that the Company’s auditor is aware of that

information.

The Directors are responsible for preparing the financial statements in accordance with the

Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority

(“DTR”) and with UK adopted International Accounting Standards.

The Directors confirm to the best of their knowledge that:

• the financial statements have been prepared in accordance with the relevant financial

reporting framework and give a true and fair view of the assets, liabilities, financial

position and profit or loss of the Group and the Company; and

• the Strategic Report and Directors’ Report include a fair review of the development and

performance of the business and the financial position of the Group and the Company,

together with a description of the principal risks and uncertainties that it faces; and

• the annual report and financial statements, taken as a whole, are fair, balanced, and

understandable and provide the information necessary for shareholders to assess the

Group’s position, performance, business model and strategy.

This conﬁrmation is given and should be interpreted in accordance with the provisions of

Section 418 of the Companies Act 2006.

Kendrick Resources

PLC

DIRECTORS’ REPORT

AUDITORS

Moore Kingston Smith LLP were appointed as auditors for the Company for the financial

year 2024 at the Annual General Meeting in 2024.

A resolution proposing to re-appoint Moore Kingston Smith LLP as auditor to the Company,

will be put to the shareholders at the next annual general meeting of the Company.

Approved by the Board of Directors and signed on behalf of the Board.

C Bird

Chairman

29 April 2025

Kendrick Resources

PLC

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the ﬁnancial statements

in accordance with applicable law and regulations.

Company law requires the Directors to prepare ﬁnancial statements for each ﬁnancial year.

Under that law the directors have prepared financial statements in accordance with UK

adopted International Accounting Standards (IFRSs).

The ﬁnancial statements are required by law and IFRSs as adopted by the UK to present

fairly the ﬁnancial position of the Company and the ﬁnancial performance of the Company.

The Companies Act 2006 provides in relation to such ﬁnancial statements that references in

the relevant part of that Act to ﬁnancial statements giving a true and fair view are references

to their achieving a fair presentation.

Under company law the Directors must not approve the ﬁnancial statements unless they are

satisﬁed that they give a true and fair view of the state of affairs of the Company and of the

proﬁt or loss of the Company for that period.

In preparing the ﬁnancial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable accounting standards have been followed, subject to any

material departures disclosure and explained in the financial statements;

• prepare the Strategic Report and Directors’ Report which comply with the requirements

of the Companies Act 2006; and

• prepare ﬁnancial statements on the going concern basis unless it is inappropriate to

presume that the Company will continue in business.

The Directors are responsible for the maintenance and integrity of the corporate and

ﬁnancial information included on the Kendrick Resources PLC website

www.kendrickresources.com.

Legislation in the United Kingdom governing the preparation and dissemination of ﬁnancial

statements may differ from legislation in other jurisdictions.

Kendrick Resources

PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

KENDRICK RESOURCES PLC

Disclaimer of opinion

We were engaged to audit the financial statements of Kendrick Resources Plc (‘the Company’) and its

subsidiaries (‘the Group’) for the year ended 29 December 2024 which comprise the Group Statement of

Comprehensive Income, the Group and Company Statements of Financial Position, the Group and

Company Statements of Cash Flows, the Group and Company Statements of Changes in Equity and

notes to the financial statements, including significant accounting policies. The financial reporting

framework that has been applied in their preparation is applicable law and UK adopted International

Accounting Standards.

We do not express an opinion on the financial statements of the Group or the Company. Because of the

significance of the matter described in the basis for disclaimer of opinion section of our report, we have

not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the

financial statements.

Basis for disclaimer of opinion

As disclosed in note 3 to the financial statements, the financial statements of the Group and Company are

prepared on the assumption that the Group and Company will continue as a going concern.

Whilst the Group is planning for its next round of funding and has other forecast cash flow receipts, as

detailed in the cash flow forecast, these have not been finalised by the date of approval of the financial

statements. In the absence of, or in the event of a delay in, obtaining any further debt or equity funding,

the existing cash funds held by the Group will have been fully utilised in May 2025. Whilst we acknowledge

the Group remains on target with the progress of its funding opportunities, the Group's available working

capital for the twelve months from the date of approval of the financial statements is therefore not sufficient,

assuming that the planned programme of exploration costs remains unchanged, to meet its liabilities as

they fall due. Therefore, the Group may be unable to realise its assets and discharge its liabilities in the

normal course of business for at least twelve months from the date of approval of the financial statements.

The ability of management to raise further debt and equity financing and to successfully progress its

current and future exploration projects are key assumptions supporting the Directors’ conclusions that it

is appropriate to prepare the financial statements of the Group and Company on a going concern basis.

Whilst we understand that certain funding, as detailed in the cash flow forecast, is in progress, there has

not been sufficient progress as at the date of approval of the financial statements towards actively

identifying commitments from investors and the ability to do so will be dependent on market conditions at

the time of raising debt finance and of the equity fund raise.

As a result, we have not been able to obtain sufficient appropriate audit evidence to support the

assumption that the raising of debt and equity finance of sufficient magnitude is achievable within the

necessary timeframe to allow the Group and Company to continue to operate as a going concern for at

least twelve months from the date of approval of the financial statements. Consequently, we were unable

to obtain sufficient appropriate audit evidence to enable us to form an audit opinion on these financial

statements.

The financial statements do not reflect any adjustments that would be required should the Group and

Company be unable to continue as a going concern.

Our approach to the audit

Our audit approach was a risk-based approach founded on a thorough understanding of the Group’s

business, its environment and risk profile. We conducted substantive audit procedures and evaluated the

Group’s internal control environment. The components of the Group were evaluated by the Group audit

team based on a measure of materiality, considering each component as a percentage of the Group’s

total assets, current assets and loss before tax, which allowed the Group audit team to assess the

significance of each component and determine the planned audit response.

Kendrick Resources

PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

KENDRICK RESOURCES PLC

In order to address the audit risks in respect of the group and company financial statements identified

during our planning procedures, we performed a full scope audit of the financial statements of the parent

company. For the purpose of expressing our opinion on the group financial statements we also performed

specified audit procedures on the financial information of the subsidiaries determined as significant and

non-significant to the group. We evaluated the controls in place by performing walkthroughs over the

financial reporting systems identified as part of our risk assessment. We also reviewed the accounts

production process and addressed critical accounting matters. We then undertook substantive testing on

significant classes of transactions and material account balances.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our

audit of the financial statements of the current period and include the most significant assessed risks of

material misstatement (whether or not due to fraud) we identified, including those which had the greatest

effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the

audit engagement team. These matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Key audit matter – Group How the key audit matter was addressed

in the audit

Group

Going concern

Refer to note 3 in the consolidated financial statements.

The Group has incurred a loss of £3.44m for the year

(2023: £1.1m) and the net assets disclosed in the

Consolidated Statement of Financial Position at 29

December 2024 are £1.32m representing a decrease

from £4.6m at 29 December 2023.

The directors have prepared cashflow forecasts that

show that the group will be able to meet its ongoing

liabilities as they fall due for at least twelve months from

the date of signing of these financial statements.

Given the trading performance in the year, including the

decrease in cash funds from £200k at 29 December

2023 to £18k at 29 December 2024, and the absence of

any further debt or equity financing, the ability of the

company and group to continue in business as a going

concern was considered to be a key audit risk area.

Our audit work and conclusions in respect of

going concern have been detailed in the

basis for disclaimer of opinion section of our

audit report.

Key audit matter – Group and Company How the key audit matter was addressed

in the audit

–

Group and Company

Valuation of exploration and evaluation assets

The carrying value of exploration and evaluation assets

recognised in the Group Statement of Financial Position

at 29 December 2024 was £2.2m (2023: £4.8m).

The Group is pre-revenue and has impaired the

exploration and evaluation assets by £2.7m in the year

reflecting management decision not to renew certain

licences.

The disclosures in respect of exploration and evaluation

assets are shown in note 12 to the financial statements.

Our audit work included, but was not

restricted to:

Critically assessing and substantively testing

capitalised exploration and evaluation

expenditure including consideration of its

appropriateness for capitalisation under IFRS

Confirmation that the Group has valid title to

the applicable exploration licences and has

fulfilled any specific conditions therein;

Obtaining an understanding of the design and

implementation assessments of systems and

Kendrick Resources

PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

KENDRICK RESOURCES PLC

controls relevant to impairment assessments

of exploration and evaluation assets;

Critically assessing the progress of the

individual projects during the year and post

year end;

Consideration of management’s impairment

reviews and subsequent impairment in light of

any impairment indicators identified in

accordance with IFRS 6, including

corroboration and challenge therein; and

Evaluating the accounting policy and detailed

disclosures included in the financial

statements to confirm whether information

provided in the financial statements is

compliant with the requirements of UK

adopted International Accounting Standards.

Key observations

Based on the work performed we have gained

reasonable assurance that the carrying value

of exploration and evaluation assets is not

materially misstated and management’s

assertion that no further impairment was

required was appropriate.

We consider that the disclosures in the

financial statements relating to this area are

adequate

Key audit matter - Company How the key audit matter was addressed

in the audit

Company

Valuation of investments and loans due from

group undertakings

The carrying value of investments recognised in the

Company Statement of Financial Position at 29

December 2024 was £2.4m (2023: £4.3m).

The directors are required to make an assessment to

determine whether the carrying value of investments

are recoverable. Due to the size of the amounts in

question in the context of the Company Statement of

Financial Position, the carrying value of investments

and recoverability of loans due from group

undertakings was considered to be key risk areas for

the audit of the Company.

The Company’s disclosures in respect of investments

and loans due from group undertakings are shown in

note 14 to the financial statements.

Our audit work included, but was not

restricted to:

Consideration of management’s impairment

reviews and subsequent impairment in light

of any impairment indicators identified in

accordance with IFRS 6, including

corroboration and challenge therein; and

Evaluating the accounting policy and detailed

disclosures included in the financial

statements to confirm whether information

provided in the financial statements is

compliant with the requirements of UK

adopted International Accounting Standards.

Key observations

Based on our audit testing we concluded that

we agreed with management’s assertion that

an impairment of the carrying value of

investments of £1.1m (2023: £0.2m) was

required and an impairment of £0.8m (2023:

£0.02m) against loans due from subsidiaries.

We consider the disclosures in the financial

statements relating to this area are adequate.

Kendrick Resources

PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

KENDRICK RESOURCES PLC

Our application of materiality

The scope and focus of our audit was influenced by our assessment and application of materiality. We

define materiality as the magnitude of misstatement that could reasonably be expected to influence the

readers and the economic decisions of the users of the financial statements. We use materiality to

determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate

the effect of misstatements, both individually and on the financial statements as a whole.

Due to the nature of the group we considered gross assets to be the main focus for the readers of the

financial statements, accordingly this consideration influenced our judgement of materiality. Based on our

professional judgement, we determined materiality for the Group to be £23,900 based on a percentage of

gross assets (1%). Based on our professional judgement, we determined materiality for the company to

be £20,600 based on a percentage of gross assets (1%).

On the basis of our risk assessment, together with our assessment of the overall control environment, our

judgement was that performance materiality (i.e. our tolerance for misstatement in an individual account

or balance) for the group and company was 50% of materiality, namely £11,950 and £10,300 respectively.

We agreed to report to the Audit Committee all audit differences in respect of the group and company in

excess of £1,195 and £1,030 respectively and, as well as differences below that threshold that, in our

view, warranted reporting on qualitative grounds. We also reported to the Audit Committee on disclosure

matters that we identified when assessing the overall presentation of the financial statements.

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis for disclaimer of opinion section of our

report, we have been unable to form an opinion whether, based on the work undertaken in the course of

the audit:

 the information given in the Strategic Report and the Directors’ Report for the financial year for

which the financial statements are prepared is consistent with the financial statements; and

 the Strategic Report and the Directors’ Report have been prepared in accordance with applicable

legal requirements.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of opinion on the financial statements, in the light of the knowledge and

understanding of the group and the company and their environment obtained in the course of the audit,

performed subject to the pervasive limitation described above, we have not identified material

misstatements in the Strategic Report or the Directors’ Report.

Arising from the limitation of our work referred to above:

 we have not received all the information and explanations we require for our audit; and

 we were unable to determine whether adequate accounting records have been kept.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us

to report to you if, in our opinion:

 returns adequate for our audit have not been received from branches not visited by us; or

 the Company financial statements and the part of the directors’ remuneration report to be audited

are not in agreement with the accounting records and returns; or

 certain disclosures of directors’ remuneration specified by law are not made; or

 a corporate governance statement has not been prepared by the Company.

Kendrick Resources

PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

KENDRICK RESOURCES PLC

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 31, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and

fair view, and for such internal control as the directors determine is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and

Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the directors either intend to liquidate the

Group or the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the Group’s and Company’s financial statements in accordance

with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we

were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on

these financial statements.

We are independent of the Group and Company in accordance with the ethical requirements that are

relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Explanation as to what extent the audit was considered capable of detecting irregularities,

including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of

irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement

of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the

assessed risks of material misstatement due to fraud, through designing and implementing appropriate

responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud

identified during the audit. However, the primary responsibility for the prevention and detection of fraud

rests with both management and those charged with governance of the Company.

Our approach was as follows:

 We obtained an understanding of the legal and regulatory requirements applicable to the Company

and considered that the most significant are the Companies Act 2006, UK adopted International

Accounting Standards, the Listing Rules, the Disclosure Guidance and Transparency Rules and UK

taxation legislation.

 We obtained an understanding of how the Company complies with these requirements by discussions

with management and those charged with governance.

 We assessed the risk of material misstatement of the financial statements, including the risk of

material misstatement due to fraud and how it might occur, by holding discussions with management

and those charged with governance.

 We inquired of management and those charged with governance as to any known instances of non-

compliance or suspected non-compliance with laws and regulations.

Kendrick Resources

PLC

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF

KENDRICK RESOURCES PLC

 Based on this understanding, we designed specific appropriate audit procedures to identify instances

of non-compliance with laws and regulations. This included making enquiries of management and

those charged with governance and obtaining additional corroborative evidence as required.

 We evaluated managements’ incentives to fraudulently manipulate the financial statements and

determined that the principal risks related to management bias in accounting estimates and

judgemental areas of the financial statements. We challenged the assumptions and judgements made

by management in respect of the significant areas of estimation, as described in the key audit matters

section.

There are inherent limitations in the audit procedures described above. We are less likely to become

aware of instances of non-compliance with laws and regulations that are not closely related to events and

transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement

due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate

concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Other matters which we are required to address

We were appointed by the Audit Committee on 22 November 2023 to audit the financial statements for

the year ended 29 December 2023. Our total uninterrupted period of engagement is two years, covering

the period ending 29 December 2023 to 29 December 2024.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or

Company and we remain independent of the Group and the Company in conducting our audit.

Our audit opinion is consistent with the additional report to the Audit Committee.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part

16 of the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to

the attention of the Company’s members those matters which we are required to include in an auditor’s

report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility

to any party other than the Company and Company’s members as a body, for our work, for this report, or

for the opinions we have formed.

Matthew Banton (Senior Statutory Auditor)

For and on behalf of Moore Kingston Smith LLP, Statutory Auditor

Floor

9 Appold Street

London

EC2A 2AP 29 April 2025

Kendrick Resources

PLC

GROUP STATEMENT OF COMPREHENSIVE INCOME

Year ended 29 December 2024

Notes

		Year to	Year to
		29 December	29 December
		2024	2023
		£	£
Administrative expenses		(693,059)	(580,287)
Share based option charge		-	(59,758)
Loss in fair value of investment		-	(6,376)
Impairment charge on exploration and evaluation assets	12	(2,737,711)	(448,904)
Operating loss	5	(3,430,770)	(1,095,325)
Finance expense	5	( 6,351 )	(3,837)
Loss before tax		(3,437,121)	(1,099,162)
Taxation	8	-	-
Loss for the year		(3,437,121)	(1,099,162)
Other comprehensive loss:
Foreign currency difference on translation of foreign operations		133,917	(27,035)
Total comprehensive loss for the year		(3,303,204)	(1,126,197)
Basic and d iluted loss per share	9	(1.40)p	(0.45)p

The notes on page 45 to 78 form part of these financial statements.

All amounts are derived from continuing operations.

Kendrick Resources

PLC

GROUP STATEMENT OF FINANCIAL POSITION

As at 29 December 2024

Company No. 02401127

Notes

		29 December	29 December
		2024	2023
		£	£
Assets
Non-current assets
Property, plant and equipment	10	-	-
Exploration and evaluation assets	12	2,200,826	4,756,879
		2,200,826	4,756,879
Current assets
Current asset investment	11	1,798	1,798
Trade and other receivables	15	46,998	48,040
Cash and cash equivalents		17,551	199,992
		66,347	249,830
Total assets		2,267,173	5,006,709
Liabilities
Current liabilities
Trade and other payables	16	821,378	428,710
Borrowings	17	125,000	-
		946,378	428,710
Net assets		1,320,795	4,577,999
Equity
Share capital	1 8	23,001,460	22,999,551
Share premium	1 8	31,889,219	31,845,128
Share based payment reserve		100,258	100,258
Merger reserve		1,824,000	1,824,000
Translation reserve		106,882	(27,035)
Retained earnings		(55,601,024)	(52,163,903)
Total equity		1,320,795	4,577,999

The financial statements were approved by the Board of Directors and authorised for issue on 29

April 2025 and were signed on its behalf by

C Bird Chairman

Kendrick Resources

PLC

COMPANY STATEMENT OF FINANCIAL POSITION

December

202

Notes

29 December

2024

29 December

2023

Assets

Non-current assets

Property, plant and equipment 10 - -

Exploration and evaluation assets 12 - 637,639

Investment in and loans to subsidiaries 14 2,371,574 4,333,226

2,371,574 4,970,865

Current assets

Current asset investment 11 1,798 1,798

Trade and other receivables 15 36,062 36,814

Cash and cash equivalents 15,204 39,953

53,064 78,565

Total assets 2,424,638 5,049,430

Liabilities

Current liabilities

Trade and other payables 16 821,257 428,589

Borrowings 17 125,000 -

946,257 428,589

Net assets 1,478,381 4,620,841

Equity

Share capital 18 23,001,460 22,999,551

Share premium 18 31,889,219 31,845,128

Share based payment reserve 100,258 100,258

Merger reserve 1,824,000 1,824,000

Accumulated losses (55,336,556) (52,148,096)

Total equity 1,478,381 4,620,841

The loss for the year for the Company was £3,188,460 (2023: £1,087,246). The financial statements

were approved by the Board of Directors and authorised for issue on 29 April 2025 and were signed on

its behalf by

C Bird Chairman

Kendrick Resources

PLC

GROUP STATEMENT OF CASH FLOW

for the year ended 29 December 2024

		Year to 29	Year to 29
		December	December
		2024	2023
		£	£
Cash flows from operating activities
Loss before tax		(3,437,121)	(1,099,162)
Adjustments to reconcile net losses to cash utilised :
Impairment charge	12	2,737,711	448,904
Share based payment charge		-	59,758
Loss in fair value of investment at reporting date		-	6,376
Operating cash outflows before movements in working capital		(699,410)	(584,124)
Changes in:
Trade and other receivables		1,042	44,719
Trade and other payables		438,668	181,036
Net cash outflow from operating activities		(259,700)	(358,369)
Investing activities
Exploration & Evaluation assets	12	(181,658)	(1,232,310)
Net cash outflow from investing activities:		(181,658)	(1,232,310)
Cash flows from financing activities
Proceeds from long term loan		125,000	-
Net cash inflow from financing activities		125,000	-
Net decrease in cash and cash equivalents		(316,358)	(1,590,679)
Effect of foreign exchange rate changes		133,917	(27,035)
Cash and cash equivalents at beginning of period		199,992	1,817,706
Cash and cash equivalents at end of period		17,551	199,992

Kendrick Resources

PLC

COMPANY STATEMENT OF CASH FLOW

for the year ended 29 December 2024

Year to 29

December

2024

Year to 29

December

2023

Cash flows from operating activities

Loss before tax (3,188,460)

(1,087,246)

Adjustments to reconcile net losses to cash utilised :

Impairment charge - Investment in subsidiaries 12 1,876,040

448,904

Impairment charge – Exploration and evaluation

assets

637,639

Share based payment charge -

59,758

Loss in fair value of investment -

6,376

Operating cash outflows before movements in

working capital (674,781)

(572,208)

Changes in:

Trade and other receivables 752

50,066

Trade and other payables 438,668

180,916

Net cash outflow from operating activities (235,361)

(341,226)

Investing activities

Repayment of loans / (loans to subsidiaries) 14 85,612

(1,330,006)

Exploration & Evaluation assets 12 -

(58,534)

Net cash inflow/(outflow) from investing

activities:

85,612

(1,388,540)

Cash flows from financing activities

Proceeds from long term loan 125,000 -

Net cash inflow from financing activities 125,000 -

Net decrease in cash and cash equivalents (24,749)

(1,729,766)

Cash and cash equivalents at beginning of period

39,953 1,769,719

Cash and cash equivalents at end of period 15,204 39,953

Kendrick Resources

PLC

GROUP STATEMENT OF CHANGES IN EQUITY

Year ended 29 December 2024

			Share
	Share capital	Share	based	Merger	Translation	Retained	Total equity
		premium	Payment	reserve	reserve	earnings
			reserve
	£	£	£	£	£	£	£
As at 29 December 2022	22,998, 307	31,810,107	-	1,824,000	-	( 51,064,741)	5,567,673
Loss for the year	-	-	-	-	-	(1,099, 162)	(1,099, 162)
Other comprehensive income
Translation reserve	-	-	-	-	(27,035)	-	(27,035)
Total comprehensive loss for the year	-	-	-	-	(27,035)	(1,099, 162)	(1,126, 197)
Issue of shares to settle share
deferred consideration (note 1 9 )	1,244	35,021	-	-	-	-	36,265
Share based payment charge (note	-	-	100,258				100,258
19)				-	-	-
As at 29 December 2023	22,999, 551	31,845,128	100,258	1,824,000	(27,035)	( 52,163,903)	4,577,999
Loss for the year	-	-	-	-	-	(3,437,121)	(3,437,121)
Other comprehensive income
Translation reserve	-	-	-	-	133,917	-	133,917
Total comprehensive loss for the year	-	-	-	-	133,917	(3,437, 121)	(3,303, 204)
Issue of shares (note 18)	1,909	44,091	-	-	-	-	46,000
As at 29 December 2024	23,001, 460	31,889,219	100,258	1,824,000	106,882	( 55,601,024)	1,320,795
Reserves Description and purpose
Share capital - amount subscribed for share capital at nominal value

Share premium - amounts subscribed for share capital in excess of nominal value

Merger reserve - amount arising from the issue of shares for non-cash consideration

Translation reserve - amounts arising on re-translating the net assets of overseas operations into the

presentational currency

Retained earnings - cumulative net gains and losses recognised in the group statement of

comprehensive income

Share based payment reserve - amount arising on the issue of warrants and share options which are

exercisable at the statement of financial position date.

Kendrick Resources

PLC

COMPANY STATEMENT OF CHANGES IN EQUITY

Year ended 29 December 2024

capital

premium

based

payment

reserve

Merger

reserve

Retained

earnings

Total

equity

As at 29 December 2022 22,998,307

31,810,107

- 1,824,000

(51,060,850)

5,571,564

Total comprehensive loss for the year

(1,087,246)

Other comprehensive income

Total comprehensive loss for the year

(1,087,246)

Issue of shares to settle Share deferred

consideration (note 1

)

1,244

35,021

36,265

Share based payment reserve (note 19)

100,258

As at 29 December 2023 22,999,551

31,845,128

100,258

1,824,000

(52,148,096)

4,620,841

Total comprehensive loss for the year

(3,1

)

(3,1

460

)

Other

comprehensive income

Total comprehensive loss for the year

(3,188,460)

Issue of shares to settle Share deferred

consideration (note 18)

1,909

44,091

46,000

As at 29 December 2024 23,001,460

31,889,219

100,258

1,824,000

(55,336,556)

1,478,381

Reserves Description and purpose

Share capital - amount subscribed for share capital at nominal value

Share premium - amounts subscribed for share capital in excess of nominal value

Merger reserve - amount arising from the issue of shares for non-cash consideration

Retained earnings - cumulative net gains and losses recognised in the company statement of

comprehensive income

Share based payment reserve - amount arising on the issue of warrants and share options which are

exercisable at the statement of financial position date

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

1. GENERAL INFORMATION

Kendrick Resources PLC (the ‘Company’ or “Kendrick”) is incorporated and

domiciled in England and Wales. The address of the registered office is 7/8 Kendrick

Mews, London SW7 3HG.

The Company’s period being reported on in these accounts is for the year to 29 December

2024. The comparative period is for the year to 29 December 2023.

The Group’s business is the exploration of nickel, vanadium and copper mineral

resource projects in Scandinavia and it currently has projects in Norway, Sweden and

Finland. The exploration and evaluation assets held in these countries is shown in note

12.

2. ADOPTION OF NEW AND REVISED STANDARDS

There are a number of standards, amendments to standards, and interpretations which

have been issued by the IASB that are effective from 1 January 2024, none of which have

a material impact on these financial statements.

There are a number of standards, amendments to standards, and interpretations which

have been issued by the IASB that are effective in future accounting periods that the

Group has decided not to apply early.

The following amendments were not effective for the year ended 29 December 2024:

• IAS 1 (Amendments) – Classification of Liabilities as Current or Non-current

(effective date 1 January 2027

• IAS 7 and IFRS 7 (Amendments) – Supplier Finance Arrangements (effective date 1

January 2027)

• IFRS 10 and IAS 28 (Amendments) – Sale or Contribution of Assets between an

Investor and its Associate or Joint Venture (effective date deferred indefinitely)

• IFRS 18 – Presentation and Disclosure in Financial Statements (effective 1 January

2027)

• IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective date 1

January 2027)

It is not expected that the amendments listed above, once adopted, will have a material

impact on the financial statements.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

2. ADOPTION OF NEW AND REVISED STANDARDS (continued)

The financial statements have been prepared in accordance with UK adopted

International Accounting Standards (‘IFRS’) and those parts of the Companies Act

2006 applicable to companies reporting under IFRSs.

The principal accounting policies adopted are set out below.

The Company has taken advantage of the exemption allowed under section 408 of the

Companies Act 2006 and has not presented its own Statement of Comprehensive Income

in these financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The financial statements are presented in Pounds Sterling (“£”) and rounded to the

nearest £.

Going concern

The operational requirements of the Company comprise maintaining a Head Office

in the UK with a Board of two executive Directors and three non-executive Directors

for, amongst other things, determining and implementing strategy and managing

operations.

The Group currently has no income and meets its working capital requirements

through raising development finance. In common with many businesses engaged in

exploration and evaluation activities prior to production and sale of minerals the

Group will require additional funds and/or funding facilities in order to fully develop

its business plan.

Ultimately the viability of the Group is dependent on future liquidity in the

exploration period and this, in turn, depends on the Company’s ability to raise funds

to provide additional working capital to finance its ongoing activities. Management

has successfully raised money in the past, but there is no guarantee that adequate

funds will be available when needed in the future.

As at 29 December 2024, the Group had net assets of £1.32m and cash and cash

equivalents of £18k. An operating loss is expected in the year subsequent to the date

of these financial statements and as a result the Group will need to raise funding to

provide additional working capital to finance its ongoing activities.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

The Board acknowledges the Disclaimer of opinion in the independent auditors’

report in respect of the Company’s and Group’s ability to continue as a going

concern. Based on its current reserves and the Board's assessment that the Group

will be able to raise additional funds, as and when required, to meet its working

capital and capital expenditure requirements, the Board have concluded that they

have a reasonable expectation that the Group can based on a cash flow forecast to 30

April 2026 continue in operational existence for the foreseeable future and at least

for a period of 12 months from the date of approval of these financial statements.

For these reasons the financial statements have been prepared on the going concern

basis, which contemplates continuity of normal business activities and the realisation

of assets and discharge of liabilities in the normal course of business.

As there can be no guarantee that the required future funding can be raised in the

necessary timeframe, a material uncertainty exists that may cast significant doubt on

the Group’s and Company’s future ability to continue as a going concern.

This financial report does not include any adjustments relating to the recoverability

and classification of recorded assets amounts or liabilities that might be necessary

should the entity not continue as a going concern.

Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax payable is based on taxable profit for the year. Taxable profit differs from

net profit as reported in the income statement because it excludes items of income

or expense that are taxable or deductible in other years and it further excludes items

that are never taxable or deductible. The Group’s liability for current tax is

calculated using tax rates that have been enacted or substantively enacted by the

balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on temporary

differences between the carrying amounts of assets and liabilities in the financial

statements and the corresponding tax bases used in the computation of taxable

profit, and is accounted for using the balance sheet liability method. Deferred tax

liabilities are generally recognised for all taxable temporary differences and

deferred tax assets are recognised to the extent that it is probable that taxable profits

will be available against which deductible temporary differences can be utilised.

Such assets and liabilities are not recognised if the temporary difference arises from

the initial recognition of goodwill or from the initial recognition (other than in a

business combination) of other assets and liabilities in a transaction that affects

neither the tax profit nor the accounting profit.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred tax liabilities are recognised for taxable temporary differences arising on

investments in subsidiaries and associates, and interests in joint ventures, except

where the Group is able to control the reversal of the temporary difference and it is

probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date

and reduced to the extent that it is no longer probable that sufficient taxable profits

will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period

when the liability is settled, or the asset is realised. Deferred tax is charged or

credited in the income statement, except when it relates to items charged or credited

directly to equity, in which case the deferred tax is also dealt with in equity.

Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and

any recognised impairment loss.

Depreciation and amortisation is charged so as to write off the cost or valuation of

assets, other than land, over their estimated useful lives, using the straight-line

method, on the following bases:

Office equipment and computers 25%

The gain or loss arising on disposal or retirement of an asset is determined as the

difference between the sales proceeds and the carrying amount of the asset and is

recognised in the income statement.

Exploration and evaluation assets

Exploration, evaluation and development expenditure incurred is accumulated in respect

of each identifiable area of interest. These costs are only carried forward to the extent that

they are expected to be recouped through the successful development of the area or where

activities in the area have not yet reached a stage which permits reasonable assessment of

the existence of economically recoverable reserves. Accumulated costs in relation to an

abandoned area are written off in full in the year in which the decision to abandon the

area is made. When production commences, the accumulated costs for the relevant area

of interest are transferred to development assets and amortised over the life of the area

according to the rate of depletion of the economically recoverable reserves. A regular

review is undertaken of each area of interest to determine the appropriateness of

continuing to carry forward costs in relation to that area of interest.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Investment in subsidiaries

In the Company’s financial statements, investment in subsidiaries are stated at cost

and reviewed for impairment if there are any indications that the carrying value may

not be recoverable.

Financial instruments

Recognition of financial assets and financial liabilities

Financial assets and financial liabilities are recognised on the Group’s balance sheet when

the Group becomes a party to the contractual provisions of the instrument.

De-recognition of financial assets and financial liabilities

The Group derecognises a financial asset only when the contractual rights to cash flows

from the asset expire; or it transfers the financial asset and substantially all the risks and

rewards of ownership of the asset to another entity. If the Group neither transfers nor

retains substantially all the risks and rewards of ownership and continues to control the

transferred asset, the Group recognises its retained interest in the asset and an associated

liability for the amount it has to pay. If the Group retains substantially all the risks and

rewards of ownership of a transferred financial asset, the Group continues to recognise

the financial asset and also recognises a collateralised borrowing for the proceeds

received. The Group derecognises financial liabilities when the Group’s obligations are

discharged, cancelled or expired.

Loans and receivables

Trade and other receivables are measured at initial recognition at fair value, and are

subsequently measured at amortised cost less any provision for impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-

term highly liquid investments that are readily convertible to a known amount of cash

with three months or less remaining to maturity and are subject to an insignificant risk

of changes in value.

Impairment of financial assets

The Group assesses on a forward-looking basis the expected credit losses associated with

its receivables carried at amortised cost. The impairment methodology applied depends

on whether there has been a significant increase in credit risk. For trade and other

receivables, the Group applies the simplified approach permitted by IFRS 9, resulting in

trade and other receivables recognised and carried at amortised cost less an allowance

for any uncollectible amounts based on expected credit losses.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Trade and other payables

Trade and other payables are initially measured at fair value, and are subsequently

measured at amortised cost, using the effective interest rate method.

Convertible loan notes (CLNs)

Each component of the loan note (principal/ interest and conversion feature) are assessed

separately. Management has assessed the entire instrument as financial liability. Based on

that, convertible loan notes are recorded at their issue price and are carried at their face

value. Subsequently, the CLN is accounted for at amortised cost. Any interest due on

these CLNs is recorded on accrual basis. On conversion/redemption, the face value of

converted CLNs is reduced from the total carried value.

Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a

result of past events, for which it is probable that an outflow of economic resource will

result, and that outflow can be reliably measured.

Share-based payments

The Group applies IFRS 2 Share-based Payment for all grants of equity instruments.

The Group issues equity-settled share-based payments to its employees. Equity-settled

share-based payments are measured at fair value at the date of grant. The fair value

determined at the grant date of the equity-settled share-based payments is expensed on a

straight-line basis over the vesting period, based on the Group’s estimate of the shares

that will eventually vest.

Fair value is measured using the Black Scholes model. The expected life used in the

model is adjusted, based on management’s best estimate, for the effects of non-

transferability, exercise restrictions and behavioural considerations. The inputs to the

model include: the share price at the date of grant, exercise price expected volatility, risk

free rate of interest.

Share capital

Financial instruments issued by the Group are treated as equity only to the extent that

they do not meet the definition of a financial liability. The Company’s ordinary shares

are classified as equity instruments.

The Company considers its capital to be total equity. There have been no changes in what

the Company considers to be capital since the previous period.

The Group is not subject to any externally imposed capital requirements.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company

and all entities, which are controlled by the Group. Control is achieved when the

Company:

 has the power over the investee;

 is exposed, or has rights to variable return from its involvement with the investee; and

 has the ability to use its power to affects its returns.

The Company reassesses 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 listed above.

The results of subsidiaries are included in the consolidated financial statements from the

effective date of acquisition to the effective date of disposal. Adjustments are made when

necessary to the financial statements of subsidiaries to bring their accounting policies in

line with those of the Group.

All intra-Group transactions, balances, income and expenses are eliminated in full on

consolidation.

When the Company has less than a majority of the voting rights of an investee, it considers

that it has power over the investee when the voting rights are sufficient to give it the

practical ability to direct the relevant activities of the investee unilaterally. The Company

considers all relevant facts and circumstances in assessing whether or not the Company’s

voting rights in an investee are sufficient to give it power, including:

 the size of the Company’s holding of voting rights relative to the size and dispersion

of holdings of the other vote holders;

 potential voting rights held by the Company, other vote holders or other parties;

 rights arising from other contractual arrangements; and

 any additional facts and circumstances that indicate that the Company has, or does not

have, the current ability to direct the relevant activities at the time that decisions need

to be made, including voting patterns at previous shareholders’ meetings.

Non-controlling interests in the net assets of consolidated subsidiaries are identified and

recognised separately from the Group’s interest therein and are recognised within equity.

Losses of subsidiaries attributable to non-controlling interests are allocated to the non-

controlling interest even if this results in a debit balance being recognised for non-

controlling interest.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Transactions which result in changes in ownership, where the Group had control of the

subsidiary, both before and after the transaction, are regarded as equity transactions and

are recognised directly in the statement of changes in equity. The difference between the

fair value of consideration paid or received and the movement in non-controlling interest

for such transactions is recognised in equity attributable to the owners of the parent.

Where a subsidiary is disposed of and a non-controlling shareholding is retained, the

remaining investment is measured to fair value with the adjustment to fair value

recognised in profit or loss as part of the gain or loss on disposal of the controlling interest.

Foreign currency transactions and balances

(i) Functional and presentational currency

Items included in the Group’s financial statements are measured using Pounds Sterling

(“£”), which is the currency of the primary economic environment in which the Group

operates (“the functional currency”). The financial statements are presented in Pounds

Sterling (“£”), which is the functional currency of the Company and is the Group’s

presentational currency.

The individual financial statements of each Group company are presented in the functional

currency of the primary economic environment in which it operates.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the

exchange rates prevailing at the dates of the transactions. Foreign exchange gains and

losses resulting from the settlement of such transactions and from the translation at year

end exchange rates of monetary assets and liabilities denominated in foreign currencies

are recognised in the income statement.

Transactions in the accounts of individual Group companies are recorded at the rate of

exchange ruling on the date of the transaction. Monetary assets and liabilities

denominated in foreign currencies are translated at the rates ruling at the balance sheet

date. All differences are taken to the income statement.

For the purpose of presenting consolidated financial statements, the assets and liabilities

of the Group’s foreign operations are translated at exchange rates prevailing on the

balance sheet date. Income and expense items are translated at the average exchange rates

for the year. Exchange differences arising recognised in other comprehensive income and

transferred to the Group’s translation reserve within equity as ‘Other reserves’. Upon

disposal of foreign operations, such translation differences are derecognised as an income

or as expenses in the year in which the operation is disposed of in other comprehensive

income.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Geographical segments

A segment is a distinguishable component of the Group that is engaged either in providing

products or services (business segment) or in providing products or services within a

particular economic environment (geographical segment), which is subject to risk and

rewards that are different from those of other segments. The internal management

reporting used by the chief operating decision maker consists of one segment. Hence in

the opinion of the directors, no separate disclosures are required under IFRS 8. The

Group’s revenue in the current and prior year is £Nil and consequently no geographical

segment information regarding revenue has been disclosed. In respect of non-current

assets the only two geographical areas are Scandinavia and the UK of which the latter is

£Nil.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF

ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make

judgements, estimates and assumptions about the carrying amounts of assets and liabilities

that are not readily apparent from other sources. The estimates and associated assumptions

are based on historical experience and other factors that are relevant. Actual results may

differ from these estimates. The estimates and underlying assumptions are reviewed on an

ongoing basis. Revisions to accounting estimates are recognised in the period in which the

estimate is revised if the revision affects only that period, on in the period of the revision

and future periods if the revision affects both current and future periods.

Critical accounting estimates and judgments are those that have a significant risk of

causing material adjustment and are often applied to matters or outcomes that are

inherently uncertain and subject to change. As such, management cautions that future

events often vary from forecasts and expectations and that estimates routinely require

adjustment.

Details of the Group’s significant accounting judgements and critical accounting

estimates are as follows:

Impairment of Exploration and evaluation assets

The recoverable amounts of individual exploration assets have been determined based on

various factors including Independent Expert Reports, the Group’s exploration activities,

and commodity prices. It is reasonably possible that assumptions may change which may

then impact on estimates and may then require a material adjustment to the carrying value

of assets including intangible assets. The Group tests annually whether exploration assets

have suffered any impairment, in accordance with the accounting policy. As detailed in

Note 12 the carrying value of the Group Exploration and Evaluation asset at the year end

was £2,200,826 (2023 £4,756,879) after and an impairment provision of £2,737,711

(2023 £448,904) and the Company Exploration and Evaluation asset at the year end was

£Nil (2023 £637,639) after an impairment provision of £637,639 (2023 £125,625).

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION

UNCERTAINTY (continued)

Recoverability of Parent company investment in subsidiary undertakings

The carrying value of the Parent company’s investment is ultimately dependent on the

recoverability of the underlying assets i.e. the exploration and evaluation assets which are

reviewed for indicators of impairment on an annual basis as noted above. An impairment

in the exploration and evaluation assets may then require an adjustment to the carrying

value of the investment in the subsidiary companies. As detailed in Note 14 the Company

conducted an impairment review under IFRS 9 of the loans made to subsidiaries and

determined that i) the recoverability of the Company investment in and loans to Northern

X Scandinava AB in relation to the Airijoki Project is supported by the Airijoki

exploration licences owned by Northern X Scandinava AB, that ii) loans made to

subsidiaries related to exploration licences that have been relinquished or will not be a

focus of the Group going forward should be assessed as stage 3 loans and iii) that loans

made to Northern X Scandinava AB related to the retained Airijoki exploration licences

should be assessed as stage 1 loans with no provision against their carrying value.

Accordingly an impairment provision of £1,081,753 (2023: £152,145) against the

carrying value of the Company’s investment in subsidiaries and £794,287 (2023:

£171,134) was made against the Company’s loans to subsidiaries assessed as stage 3. The

Company is satisfied that having made these provisions the carrying value of £2,371,574

(2023: £4,333,226) is reasonable and no further impairment is necessary.

Business Combination

There were no acquisitions during the year. In 2023 in line with IFRS3, the Directors

applied the concentration test and determined that the fair value of the gross assets of EV

Metals AB comprised its exploration licences and that the acquisition of EV Metals AB

should be accounted for as an asset acquisition and not a business combination. The

Directors assessed that the acquired company was not a business as it does not generate

outputs and does not have a substantive system to generate outputs or an organised

workforce to perform this process.

Going Concern

The Directors have considered the going concern basis of preparation and as per note 3

no adjustments have been made in these financial statements which are prepared on a

going concern basis.

Contingent consideration

The amount of contingent consideration to be paid is based on the occurrence of future

events, such as the achievement of expected and estimated project milestones such as a

positive feasibility study or a decision to mine. Accordingly, the estimate of fair value

contains uncertainties as it involves judgment about the likelihood and timing of achieving

these milestones and the period in which they may be achieved as well as the discount

rate used. Where a contingent consideration milestone in relation to an exploration project

is uncertain and may only occur if at all in several years then the Company will disclose

the contingent liability but not provide for it in the financial statements.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION

UNCERTAINTY (continued)

Changes in fair value of the contingent consideration obligation result from changes to

the assumptions used to estimate the probability of success for each milestone, the

anticipated timing of achieving the milestones and the discount period and rate to be

applied. A change in any of these assumptions could produce a different fair value, which

could have a material impact on the results from operations. As detailed in Note 13 there

is contingent consideration due to Pursuit Minerals Ltd in relation to the acquisition on 6

May 2022 of i) Northern X Finland Oy (“Northern X Finland”) which owned in Finland

the Koitelainen vanadium projects which hosts a defined Mineral Resource as defined by

the JORC Code (2012) and the Karhujupukka vanadium-magnetite exploration project

(“Finnish Projects”) and

ii) Northern X Scandinavia AB (“Northern X Scandinavia”) which owned in Sweden

the Airijoki vanadium project (the “Airijoki Project”) which hosts a defined Mineral

Resource as defined by the JORC Code (2012) and the Kramsta, Kullberget, Simesvallen

and Sumåssjön exploration projects in Sweden (collectively known as the “Central

Sweden Projects”) (the Airijoki Project and the Central Sweden Projects are collectively

the “Swedish Projects”).

As at the end of the year the Group going forward will focus on the Group’s Airijoki Project

in Sweden and has impaired the other projects acquired from Pursuit.

As part of the purchase agreement with Pursuit there is deferred contingent consideration

based on two accretive value milestones being achieved;

a) Milestone One which triggers a A$250,000 (approx. £136,000) payment in cash, is

the completion by the Group (or any successor or assignee) of a Feasibility Study, as

defined by the JORC Code (2012), on any individual project area in the Nordic

Projects, demonstrating an internal rate of return of not less than 25%; and

b) Milestone Two which triggers a A$500,000 (approx. £272,000) payment in cash is a

decision to mine being made by the Group (or any successor or assignee) in respect

of any project area in the Nordic Projects.

No provision has been made in these financial statements for the deferred contingent

consideration referred to above as all the other projects acquired from Pursuit have been

impaired and the Airijoki Project is in the exploration phase and therefore it is not certain

that a Feasibility Study will be completed or a decision to mine be made in the next few

years, or if at all.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION

UNCERTAINTY (continued)

Convertible loan notes (CLNs)

Each component of the loan note (principal/ interest and conversion feature) are assessed

separately. Management has assessed the entire instrument as financial liability. Based on

that, convertible loan notes are recorded at their issue price and are carried at their face

value. Subsequently, the CLN is accounted for at amortised cost. Any interest due on

these CLNs is recorded on accrual basis. On conversion/redemption, the face value of

converted CLNs is reduced from the total carried value.

5. OPERATING LOSS

The operating loss has been arrived at after charging:

	2024	202 3
	£	£
Sta f f cost s (not e 7 )	126,000	124,000
Impairment charge on exploration and evaluation assets
(note 12)	2,737,711	448,904
Loss in fair value of investment	-	6,376
Finance charge	6,351	3,837

6. AUDITORS’ REMUNERATION

The remuneration of the auditors can be analysed as follows:

	2024	20 2 3
	£	£
Fees payable to the company’s auditor for the audit of the C ompany’s financial statements	82,225	55 ,000
	82,225	55 ,000

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

7. STAFF COSTS

	2024	20 2 3
	Number	Number
Directors	5	5
The average monthly number of employees	5	5
Their aggregate remuneration comprised : -	£	£
Fees	126,000	124 ,0 00
	126,000	124 ,0 00

Included within staff costs £126,000 (2023: £124,000) relates to amounts in respect of

Directors who are the only key management personnel. The highest paid director’s

emoluments was £48,000 (2023: £48,000).

8. TAXATION

No liability to corporation tax arose for the year ended 29 December 2024 and year

ended 29 December 2023, as a result of underlying losses brought forward.

Reconciliation of effective tax rate:

	2024	20 2 3
	£	£
Loss before tax	(3,437,121)	(1,099,162)
Tax credit at the standard rate of tax in the UK	(859,280)	( 208,841 )
Tax effect of non - deductible expenses	730,086	97,216
Loss carried forward	129,194	111,625
Tax for the year	-	-

The standard rate of corporation tax in the UK applied during the year was 25% (2023:

19%).

At 29 December 2024, the Company are carrying forward estimated tax losses of £7.3m

(2023: £7.2m) in respect of various activities over the years. No deferred tax asset is

recognised in respect to these accumulated tax losses as there is insufficient evidence that

it is probable that the amount will be recovered in future years.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

9. LOSS PER SHARE

	29 December	29 December
	2024	202 3
Loss after tax for the purposes of earnings	£3,437,121	£1,099,162
per share attributable to equity shareholders
Weighted average number of shares	245,674,119	242,565,645
Basic and diluted loss per ordinary share	(1.40) p	(0.45) p

The use of the weighted average number of shares in issue in the period recognises the

variations in the number of shares throughout the period and this is in accordance with

IAS 33 as is the fact that the diluted earnings per share should not show a more favourable

position that the basic earnings per share. There would be no dilutive impact were the

share options to be exercised as their exercise price is greater than the Company share

price during the period and to the date of signing these accounts. As per note 23 as

announced by the Company on 25 February 2025 the Company has raised £107,500

before expenses at 0.25 pence per Ordinary Share (the “Fundraising Price”) through the

issue of 43,000,000 new Ordinary Shares of £0.0003 each. The Fundraising comprised a

placing of 31,000,000 Fundraising Shares raising £77,500 via Shard Capital Partners PLC

(“Shard”) and the Company also arranged share subscriptions for 12,000,000 raising

£30,000. Following the issue of the Fundraising Shares the Company’s total issued share

capital consist of 293,248,152 Ordinary Shares with voting rights. Were these shares

issued during the period this would have affected the earnings per share calculations and

reduced the loss per share.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

10. PROPERTY PLANT AND EQUIPMENT

	Group & Company
	Office equipment	Total
	and computer
	£	£
COMPANY
Cost
A t 29 December 20 2 2	60,587	60,587
Additions	-	-
A t 29 December 2 0 2 3	60,587	60,587
Additions	-	-
At 29 December 2024	60,587	60,587
Accumulated depreciation
At 29 December 2022	(60,587)	(60,587)
Charge for the year	-	-
A t 29 December 2 0 2 3	(60,587)	(60,587)
Charge for the year	-	-
A t 29 December 2 0 2 4	( 60,587 )	( 60,587 )
Carrying amount
A t 29 December 2 0 2 4	-	-
A t 29 December 2 0 2 3	-	-

11. CURRENT ASSET INVESTMENT

		Group & Company
	2024	20 2 3
	£	£
Balance as at 29 December	1,798	8,174
Fair value through profit and loss	-	(6,376)
Balance as at 29 December	1,798	1,798

The investment represents the holding of 8,174,387 shares in Bezant Resources Plc,

which were held at 29 December 2024 at their market value on 29 December 2024 of

£1,798.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

12. EXPLORATION AND EVALUATION ASSETS

Exploration and Evaluation Assets - Group

	Swedish	Finnish	Norwegian
	Projects	Projects	P rojects	Total
	£	£	£	£
Balance 29 December 2022	1,933,522	861,644	1,137,807	3,932,973
Additions in y ear	635,900	588	590,290	1,226,778
Acquisition of EV Metals	46,032	-	-	46,032
Impairment Provision *	(56,033)	(150,026)	(242,845)	(448,904)
Balance 29 December 2023	2,559,421	712,206	1,485,252	4,756,879
Additions in year	98,36 3	1,012	82,283	181,65 8
Impairment Provision **	( 456,95 8 )	( 713 ,2 18 )	( 1,567,535 )	( 2,737,71 1 )
Balance 29 December 2024	2,200,826	-	-	2,200,826

* The 2023 impairment provision related to the Kramsta 100 licence in Sweden, the

Karhujupukka North & Karhujupukka North licences in Finland and the Hosanger &

Sigdal licences in Norway. It was decided not to renew as part of the Group’s ongoing

licence management as they were assessed to have relatively low prospectivity

compared to the Group’s remaining licences.

** The 2024 impairment provision relates to the Simesvallen 100, Kullberget100,

Sumasjon1, Mjovattent and Njuggtraskliden licences in Sweden , the Koitelainen and

Karhujupukka North licences in Finland and the Espedalen & Sigdal licences in

Norway. The provision was made as after an assessment of the current funding market

for nickel exploration and development companies and the operational and maintenance

costs of its projects and their relative prospectivity. The Board has decided to focus on its

Airijoki vanadium energy storage project in Sweden notwithstanding the prospectivity of

its other projects were they fully funded.

The investment in the Airijoki Project represented the amounts paid in taking up and

extending the option to acquire various Scandinavian assets described below attributable

to the Airijoki Project together with costs incurred in running the projects prior to the

acquisition including the costs associated with the listing.

The Airijoki vanadium copper project in Sweden comprising seven contiguous

exploration permits covering 39.41 km

and is supported by an Inferred Mineral Resource

comprising 44.3 Mt at an in-situ grade of 0.4% V

, containing 5.9 Mt of magnetite

averaging 1.7% V

(in magnetite concentrate) for 100,800 t of contained V

based

on a 13.3% mass recovery of magnetite concentrate and a 0.7% V

cut-off grade, on a

100% equity basis (and net attributable basis).

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

12. EXPLORATION AND EVALUATION ASSETS (continued)

Exploration and Evaluation Assets - Company

	Norwegian
	P rojec ts	Total
	£	£
Balance 29 December 2022	704,730	704,730
Additions	58,534	58,534
Impairment Provision *	(125,625)	(125,625)
Balance 29 December 2023	637,639	637,639
Impairment Provision * *	( 637,639 )	( 637,639 )
Balance 29 December 202 4	-	-

* The 2023 impairment provision related to the Hosanger and Sigdal licences in Norway

where it was decided not to renew as part of the Group’s ongoing licence management

as they were assessed to have relatively low prospectivity compared to the Group’s

remaining licences.

** The 2024 impairment provision relates to the Espedalen & Sigdal licences in

Norway. The provision was made as after an assessment of the current funding market

for nickel exploration and development companies and the operational and maintenance

costs of its projects and their relative prospectivity. The Board has decided to focus on its

Airijoki vanadium energy storage project in Sweden notwithstanding the prospectivity of

its other projects were they fully funded.

No provision has been made in these financial statements for the further commitments

under the Norwegian Projects in relation to drilling commitments, Milestone Payments or

Production Royalties as it has been decided not to advance these projects.

13. CONGINGENT LIABILITIES

On 6 May 2022 the Company completed the acquisition from Pursuit Minerals Ltd

(“Pursuit”) of;

(a) 100% of Northern X Finland Oy (“Northern X Finland”), which owned in Finland the

Koitelainen vanadium projects which hosts a defined Mineral Resource as defined by

the JORC Code (2012) and the Karhujupukka vanadium-magnetite exploration project

(“Finnish Projects”); and

(b) 100% of Northern X Scandinavia AB (“Northern X Scandinavia”) which owned in

Sweden the Airijoki and vanadium project (the “Airijoki Project”) which hosts a

defined Mineral Resource as defined by the JORC Code (2012) and the Kramsta,

Kullberget, Simesvallen and Sumåssjön exploration projects in Sweden (collectively

known as the “Central Sweden Projects”) (the Airijoki Project and the Central Sweden

Projects are collectively the “Swedish Projects”).

(Collectively the Northern X Group and the Nordic Projects ).

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

13. CONGINGENT LIABILITIES (continued)

As at the end of the year the Group going forward will focus on the Group’s Airijoki

Project in Sweden and has impaired the other projects acquired from Pursuit.

As part of the purchase agreement with Pursuit there is deferred contingent consideration

based on two accretive value milestones being achieved;

c) Milestone One which triggers a A$250,000 (approx. £136,000) payment in cash, is

the completion by the Group (or any successor or assignee) of a Feasibility Study, as

defined by the JORC Code (2012), on any individual project area in the Nordic

Projects, demonstrating an internal rate of return of not less than 25%; and

d) Milestone Two which triggers a A$500,000 (approx. £272,000) payment in cash is a

decision to mine being made by the Group (or any successor or assignee) in respect

of any project area in the Nordic Projects.

No provision has been made in these financial statements for the deferred contingent

consideration referred to above as all the other projects acquired from Pursuit have been

fully impaired and the Airijoki Project is in the exploration phase and therefore it is not

certain that a Feasibility Study will be completed or a decision to mine be made in the

next few years, or if at all.

Acquisition of EV Metals AB

On 4 August 2023 the Company signed a Share Sale and Purchase Agreement with EMX

Royalty Corporation (EMX) to acquire 100% of EV Metals AB, a Swedish company that

owns the Njuggtraskliden and Mjovattnet exploration licences (the “Swedish Nickel

Projects”) hosting drill-defined magmatic nickel–copper–cobalt–platinum group metal

mineralisation along the Swedish “Nickel Line”. The consideration paid to acquire EV

Metals AB was SEK110,780 (approx. £8,200) and the issue of 15 Million 5 year options

to EMX to acquire ordinary shares in the Company at 1.3 pence per Kendrick Share.

Further commitments in relation to the Swedish Nickel Projects

 From 13 January 2024 onwards, the Company has to pay an annual advanced royalty

of US$30,000 per project to EMX which increases by US$5,000 annually per Project,

ceasing upon the Commencement of Commercial Production (“Advance Royalty”).

The Advance Royalty for 2024 has not been paid but has been accrued for. The

Advance Royalty will not be due in relation to 2025 onwards as the Swedish Nickel

Projects are not being continued.

 On or before 13 May 2024 the Company has committed to one thousand meter

drilling for each of the Swedish Nickel Projects and thereafter annually, ceasing for

a project on the date upon which the Company commissions a Pre-Feasibility Study

on the project (“Drilling Commitment”).

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

13. CONGINGENT LIABILITIES (continued)

 Royalty Agreement: At the closing of the Swedish Nickel Projects acquisition the

Company entered into a royalty agreement under which a 3% net smelter royalty is

payable to EMX on commercial production from any of the Swedish Nickel Projects

(“Production Royalty”). A 1% interest in this royalty may be bought back in stages

for a total cash consideration of US$1,000,000 on or before the fifth anniversary of

the closing of the Acquisition.

The Group is not continuing with the Swedish Nickel Projects and no liability has been

recognised in these financial statements for the further commitments under the Swedish

Nickel Projects Acquisition above in relation to;

 the Drilling Commitment as the Group is not continuing with the Swedish Nickel

Projects; and

 Production Royalty as the Group is not continuing with the Swedish Nickel Projects

so will not bring them into commercial production.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

14. INVESTMENT IN AND LOANS TO SUBSIDIARIES

					Loans to Subsidiaries
			Company	Northern X	Northern X			Total Investment
			Investment in	Scandinavia	Scandinavia	Caledonian	EV Metals	in & Loans to
			Subsidiaries	AB	Finland OY	Minerals AS	AB	Subsidiaries
			£	£	£	£	£	£
Balance		29 December
2022			2,455,312	497,064	86,741	246,882	-	3,285,999
Acquisition	of	EV	48,666	-	-	-	-	48,666
Metals
Loans to Subsidiaries			-	803,509	1,084	517,008	239	1,321,840
Movement in the Year			48,666	803,509	1,084	517,008	239	1,370,506
Impairment		Provision
			(152,145)	-	(72,534)	(98,600)	-	(323,279)
Balance		29 December
2023			2,351,833	1,300,573	15,291	665,290	239	4,333,226
Loans to Subsidiaries			-	( 199,0 79 )	4,548	82 , 282	2 6,6 3 7	( 85,612 )
Impairment		Provision
* *			( 1,081 , 7 5 3 )	-	(19,839)	( 7 47 ,5 72 )	(26,876)	(1,8 7 6, 0 4 0 )
Balance		29 December
202 4			1,270,080	1,101,494	-	-	-	2,371,574

* The 2023 impairment provision related to the Kramsta 100 licence in Sweden, the

Karhujupukka North & Karhujupukka North licences in Finland and the Hosanger & Sigdal

licences in Norway that it was decided not to renew as part of the Company’s ongoing licence

management as they were assessed to have relatively low prospectivity compared to the

Company’s remaining licences.

** The 2024 impairment provision relates to the Simesvallen 100, Kullberget100, Sumasjon1,

Mjovattent and Njuggtraskliden licences in Sweden , the Koitelainen and Karhujupukka North

licences in Finland and the Espedalen & Sigdal licences in Norway. The provision was made as

after an assessment of the current funding market for nickel exploration and development

companies and the operational and maintenance costs of its projects and their relative

prospectivity. The Board has decided to focus on its Airijoki vanadium energy storage project in

Sweden notwithstanding the prospectivity of its other projects were they fully funded.

To facilitate the smooth transfer of the Norwegian Project Licences the Company acquired

Caledonian Minerals AS a Norwegian company established by EMX as a clean special purpose

vehicle on 13 May 2022 for £6,186, which at that date had not carried out any business and had

no assets of liabilities.

Investments in subsidiaries are recorded at cost, which is the fair value of the consideration paid

less impairment.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

14. INVESTMENT IN AND LOANS TO SUBSIDIARIES (continued)

The Company conducted an impairment review under IFRS 9 of the loans made to subsidiaries

and determined that i) the recoverability of the Company investment in and loans to Northern X

Scandinava AB in relation to the Airijoki Project is supported by the Airijoki exploration licences

owned by Northern X Scandinava AB, that ii) loans made to subsidiaries related to exploration

licences that have been relinquished or will not be a focus of the Group going forward should be

assessed as stage 3 loans and iii) that loans made to Northern X Scandinava AB related to the

retained Airijoki exploration licences should be assessed as stage 1 loans with no provision against

their carrying value.

Accordingly an impairment provision of £1,081,753 (2023: £152,145) against the carrying value

of the Company’s investment in subsidiaries and £794,287 (2023: £171,134) was made against the

Company’s loans to subsidiaries assessed as stage 3. The Company is satisfied that having made

these provisions the carrying value of £2,371,574 (2023: £4,333,226) is reasonable and no further

impairment is necessary.

Principal Subsidiaries (in 2023 and 2024 unless indicated to the contrary)

		Country of		Company’s
Name & registered		incorporation	Nature of	Proportion
office address		and residence	business	of equity
Northern X Scandinavia		Sweden	Base	100%
AB	Hellstrom Advokatbyra		Metals
KB, Box 7305, 103 90			Exploration
Stockholm Sweden
Northern X Finland Oy C/o Millar		Finland	Base	100%
Ab, Storgatan 51, 972 31 Luleå			Metals
Sweden, Finnish business identity			Exploration
code 2892740-6
Caledonian Minerals AS c/o IM		Norway	Base	100%
Ruud Regnskap AS,			Metals
Smalgangen 3, 0188 Oslo, Norway			Exploration
EV Metals AB c/o Nordfors		Sweden	Base	100%
Consulting AB, Box 528, 101			Metals
30 Stockholm			Exploration

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

15. TRADE AND OTHER RECEIVABLES

	Group	Group	Company	Company
	202 4	202 3	202 4	202 3
	£	£	£	£
V AT receivable	8,355	9,099	8,355	8,624
Prepayments	25,707	26,190	25,707	26,190
Other receivable s	12, 93 5	12,751	2,000	2,000
	46 , 997	48,040	3 6,062	36,814

The fair value of trade and other receivables is not significantly different from the

carrying value and none of the balances are past due.

16. TRADE AND OTHER PAYABLES

	Group	Group	Company	Company
	202 4	202 3	202 4	202 3
	£	£	£	£
Trade and other payables	444 , 932	238,704	444 , 932	238,704
Amount owed to directors	217,510	77,819	217,510	77,819
Accruals	140 , 759	108,534	140,759	108,534
Loans and o ther payables	18,177	3,653	18,056	3,532
	82 1, 378	428,710	821 , 257	428,589

17 BORROWINGS

On 22 April 2024 the Company entered into an unsecured convertible loan funding facility

(the “Facility”) for £500,000 with Sanderson Capital Partners Ltd (the “Lender”), a long

term shareholder in the Company. The Facility is convertible at 0.75 pence per ordinary

share (“Shares”) and can be drawn down in 4 tranches of £125,000 each (“Loan

Tranches”). During the year a drawdown of £125,000 (“Tranche One Drawdown”)

was made and paid under the Facility. During the year a second drawdown notice of

£125,000 (“Tranche Two Drawdown”) was issued under the Facility. The Tranche

Two Drawdown has not yet been paid.

Working Capital Facility Agreement The Facility is for £500,000 in total, is unsecured,

interest free and can be drawn down in four tranches as follows:

 £125,000 drawn down within 6 months of 7 May 2024 (“Tranche One” – drawn

down);

 £125,000 drawn down within 6 months of 7 July 2024 (“Tranche Two” due as at

29 December 2024);

 £125,000 drawn down within 6 months of 7 September 2024 (“Tranche Three”);

and

 £125,000 drawn down within 6 months of 7 November 2024 (“Tranche Four”).

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

17 BORROWINGS (continued)

The Company will provide a loan drawdown notice if and when it requires a drawdown.

The Company has the option but not the obligation to drawdown on part or all of the

Facility.

Repayment and Conversion

Repayment

Unless otherwise converted, the Company must repay each Loan Tranche on the first

anniversary of the advance by the Lender of the applicable Loan Tranche (“Maturity

Date”). The Company may prepay the whole or part of the Facility on any day prior to

the Maturity Date for a Loan Tranche upon giving not less than 14 days’ prior written

notice to the Lender and paying in cash a prepayment fee of 5% of the amount which the

Company prepays in cash before the Maturity Date. The Lender can during the 14 days’

notice period make an election for all or part of the Loan subject to a prepayment notice

to be repaid in shares in which case the 5% fee shall not apply to that proportion of the

Loan repaid in shares.

Conversion of Loan Tranche by Lender

The Lender may at any time during the Facility Period elect to convert all or part of any

drawn down amount into such number of new shares equal to the amount of the Loan

Tranche that is to be repaid at the date of the election, divided by the 0.75 pence

(“Conversion Price”) (the “Conversion Shares”). The Conversion Price of 0.75 pence

per share represented a 87% premium to the closing share price of 0.4 pence on 19 April

2024.

Conversion of Loan by the Company

The Company may at any time during the Loan Period elect to convert all or part of

Tranche One to Tranche Four if the share price exceeds 1 pence (“Target Conversion

Price”) for a period of five or more business days.

Conversion Adjustment

If the Company before i) the Maturity Date for a Loan Tranche and before ii) the Loan

Tranche has been repaid issues shares for cash consideration (“Issue Price”) at a discount

to 0.75 pence per share (the “Base Issue Price”) then the Conversion Price and the Target

Conversion Price in respect of that Loan Tranche shall be multiplied by a fraction, the

numerator of which will be the Issue Price and the denominator of which will be 0.75

pence.

Interest and Fees

The Loan is interest free. The Lender shall be paid an arrangement fee of 10% of the

amount of the Facility to be settled by the issue of 11,764,706 new shares (“Facility Fee

Shares”) credited as fully paid by at an issue price of 0.425p per Share (being the Five

Day VWAP on the date of the announcement of the Working Capital Facility Agreement)

with the Facility Fee Shares to be issued on or before 31 December 2024 or such other

date agreed by the parties. The Facility Fee Shares have not yet been issued as the

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

17 BORROWINGS (continued)

drawdowns under Loan Tranche Two during the period and under Loan Tranche Three

post the period end have not yet been paid.

On the drawdown of any Loan Tranche the Lender shall be paid a further fee of 2% of the

amount of the relevant Loan Tranche which is to be settled by the issue of new Shares

credited as fully paid at the five-day VWAP on the date of the relevant Loan drawdown

notice (“Drawdown Fee Shares”) with the Drawdown Fee Shares to be issued on or

before 31 December 2024 or such other date agreed by the parties.

Option to Extend Facility

If the Company draws down in full or in part against Tranche One, Tranche Two, Tranche

Three and Tranche Four then it has the option to elect to be able to drawdown up to an

additional £250,000 (“Optional Loan Tranche”) This must be made in writing within 30

days of the date the Company has made a drawdown in full or in part against Tranche

One, Tranche Two, Tranche Three and Tranche Four.

Warrants

On the drawdown of any Loan Tranche, the Lender shall be issued three year warrants

over shares (“Warrants”) with a face value equal to 50% of the amount drawn down under

the Loan Tranche. The exercise price for the Warrants applicable to each of the tranches

are as follows:

 1.5 pence per share for the drawdown of Tranche One to Tranche Four; and

 2 pence per share for the drawdown of the Optional Loan Tranche;

During the year the Company issued 4,166,667 warrants exercisable at 1.5 pence for

three years in relation to the drawdown of £125,000 under the Facility which was paid

during the year.

If there are no drawdowns under two or more of the Loan Tranches then at 7 May 2025

which is 6 months after the Tranche Four Drawdown Date of 7 November 2024, the

Company will issue a three year warrant to the Lender for an amount equal to 25% of the

Facility that has not been drawn down with an exercise price of 1 pence per share.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

18. SHARE CAPITAL AND SHARE PREMIUM

		202 4		20 2 3
Issued and fully paid
equity share capital	Number	£	Number	£
Ordinary shares of £0.0003 each	250,248,152	75,074	243,882,767	73,165
Deferred shares of £0.00999 each	335,710,863	3,353,752	335,710,863	3,353,752
Deferred shares of £0.009 each	1,346,853,81	12,121,684	1,346,853,817	12,121,684
Deferred shares of £0.01 each	19,579,925	195,799	19,579,925	195,799
D e f e r r e d s h a r e s o f £ 0. 0 4 e a ch	1 81 , 3 7 8 , 7 6 6	7 , 2 5 5 , 15 1	1 81 , 3 7 8 , 7 6 6	7 , 2 5 5 , 15 1
		23,001,460		22,999,551

Group & Company

	Number of		Share
	Ordinary	Share	Premium
	shares	capital
		£	£
As at 1 January 2023	239,738,372	71,921	31,810,107
Shares issued on acquisition of the Norwegian projects	4,144,395	1,244	35,021
As at 29 December 2023	243,882,767	73,165	31,845,128
Shares issued to settle acc r ued fees to consultants	6,365,385	1,909	44,091
As at 29 December 2024	250,248,152	75,074	31,889,219

On 18 September 2024 the Company issued 6,365,385 new ordinary shares of £0.0003 to

settle £46,000 of accrued fees due to consultants as per the table below:

Period		Fees	Issue price		No. of shares
12 mths to 31 August 2024	£	30,000	£	0.00650	4,615,385
12 months to 2 May 2024	£	16,000	£	0.00914	1,750,000

At the Annual General Meeting held on 4 February 2021, shareholders approved that the

335,710,863 Existing Ordinary Shares in issue be subdivided each into one new ordinary share

of £0.00001 (“New Ordinary Share”) and one deferred share of £0.00999 (“2020 Deferred

Share) in the capital of the Company. The New Ordinary Shares carry the same rights as

attached to the Existing Ordinary Shares (save for the reduction in their nominal value). The

2020 Deferred Shares have no voting rights and have no rights as to dividends and only very

limited rights on a return of capital. They will not be admitted to trading or listed on any stock

exchange and will not be freely transferable. The holders of the 2020 Deferred Shares are not

entitled to any further right of participation in the assets of the Company. As such, the 2020

Deferred Shares effectively have no value.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

18. SHARE CAPITAL AND SHARE PREMIUM (continued)

At the Annual General Meeting held on 25 October 2021, shareholders approved an

ordinary resolution that for every thirty (30) issued and unissued ordinary share of

£0.00001 each in the share capital of the Company (“Existing Shares”) be consolidated

into one (1) ordinary share of £0.0003 each (“New Shares”) such New Shares having the

same rights and being subject to the same restrictions, save as to nominal value, as the

Existing Shares.

The deferred shares of £0.01 each and £0.009 each confer no rights to vote at a general

meeting of the Company or to a dividend. On a winding-up the holders of the deferred

shares are only entitled to the paid-up value of the shares after the repayment of the

capital paid on the ordinary shares and £5,000,000 on each ordinary share.

The deferred shares of £0.04 each have no rights to vote or to participate in dividends

and carry limited rights on return of capital.

19. WARRANTS AND SHARE OPTIONS

At 29 December 2024 the warrants in the table below over ordinary shares in the issued

share capital of the Company were issued and at the period end had not been exercised.

	Number	of	Exercise	Expiry
	Warrants	price (p)
Fundraising Warrants	92,857,143	6.0	6 May 2025
Broker Warrants	4,642,856	3.5	6 May 2025
Consultant Warrants	4,375,943	3.5	6 May 2025
Drawdown Warrants	4,166,667	1.5	23 August 2026
	106,042,609

A warrant reserve was not created in relation to the 101,875,942 warrants as they were

all issued in relation to raising funds for the Company’s Listing in May 2022.

During the year the Company issued 4,166,667 Drawdown Warrants exercisable at 1.5

pence for three years in relation to the drawdown of £125,000 under the Facility which

was paid during the year.

The fair value of the drawdown warrants of £9,333 was determined at the date of the grant

using the Black Scholes model, using the following inputs but has not been provided for

in these financial statements:

Share price at the date of issue	0.78p
Strike price	1.5p
Volatility	65%
Expected life	1,095 days (3 years)
Risk free rate	3.81%

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

19. WARRANTS AND SHARE OPTIONS (continued)

A new Share Option Scheme for the directors, senior management, consultants and

employees was approved at the AGM on 4 February 2021, as outlined in the Directors

Report.

On 2 February 2023 the Company issued in aggregate, 22,550,000 options over ordinary

shares of £0.0003 par value in the capital of the Company ("Ordinary Shares") have been

granted fully vested pursuant to the Share Option Scheme (the "Options"). Of the

22,550,000 Options, 13,750,000 have been awarded to directors of the Company, as

detailed further below and the balance of 8,800,000 to other eligible participants. The

Company has not previously issued any Options pursuant to the Share Option Plan.

Directors	No. of Options
Colin Bird Executive Chairman	6,000,000
Martyn Churchouse	5,000,000
Alex Borrelli	1,000,000
Evan Kirby	1,000,000
Kjeld Thygesen	750,000
Total Directors	13,750,000

All the Options have an exercise price of 3.5 pence per Ordinary Share and vested on

issue. To incentivise and retain directors, officers, consultants and employees critical to

enhancing the future market value of the Company. The options expire on 3 February

2031 being the date one day prior to the tenth anniversary of the AGM at which the Share

Option Plan was approved. The Options can be exercised any time after vesting and prior

to their scheduled expiry and must be exercised within 6 months of an option holder

leaving the Company or within 12 months of the death of an option holder. The

Company’s mid-market closing share price on 2 February 2023, being the latest

practicable date prior to the issue of the options, was 0.93 pence.

As a result of this the fair value of the share options was determined at the date of the

grant using the Black Scholes model, using the following inputs:

Share price at the date of issue	0.93p
Strike price	3.5p
Volatility	50%
Expected life	2,920 days (8 years)
Risk free rate	4%

The resultant fair value of the share options as at 29 March 2023 was determined to be

£59,758.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

19. WARRANTS AND SHARE OPTIONS (continued)

As detailed in note 13 in addition to the consideration paid to acquire EV Metals AB on

7 August 2023, the Company issued 15 million 5 year options to EMX to acquire ordinary

shares in the Company at 1.3 pence per Kendrick Share. The options can be exercised any

time after vesting and prior to their scheduled expiry and the Company’s mid-market

closing share price on 4 August 2023, being the latest practicable date prior to the issue

of the options, was 0.775 pence.

As a result of this the fair value of the share options was determined at the date of the

grant using the Black Scholes model, using the following inputs:

Share price at the date of issue	0.775p
Strike price	1.3p
Volatility	50%
Expected life	1,825 days (5 years)
Risk free rate	5%

The resultant fair value of the options was determined to be £40,500.

20. FINANCIAL INSTRUMENTS

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going

concern, while maximising the return to shareholders.

The capital resources of the Company comprises issued capital, reserves and retained

earnings as disclosed in the Statement of Changes in Equity. The Company’s primary

objective is to provide a return to its equity shareholders through capital growth. Going

forward the Company will seek to maintain a yearly ratio that balances risks and returns

of an acceptable level and also to maintain a sufficient funding base to the Company to

meet its working capital and strategic investment needs.

Categories of financial instruments

	202 4	20 2 3
	£	£
Financial assets
Current asset investment	1,79 8	1,798
Cash and cash equivalents	17,551	199,992
Trade and o ther receivables	21 ,290	21,850
	40 , 6 3 9	223,640
Financial liabilities classified as held at amortised cost
Trade and other payables	4 44,932	238,704
	4 44,932	238,704

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

20. FINANCIAL INSTRUMENTS (continued)

All financial assets are held at amortised costs except current asset investments as detailed

below.

Fair value of financial assets and liabilities

Fair value is the amount at which a financial instrument could be exchanged in an arm’s

length transaction between informed and willing parties, other than a forced or liquidation

sale and excludes accrued interest. Where available, market values have been used to

determine fair values. The current asset investment is Level 1 in the fair value hierarchy

and is held at fair value.

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of

financial instruments which are measured at fair value by valuation technique:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities;

Level 2: Other techniques for which all inputs which have a significant effect on the

recorded fair value are observable, either directly or indirectly; and

Level 3: Techniques which use inputs that have a significant effect on the recorded fair

value that are not based on observable market data.

Management assessed that the fair values of current asset investment, cash and short-term

deposits, other receivables, trade and other payables, borrowings and other current

liabilities approximate their carrying amounts largely due to the short-term maturities of

these instruments.

Financial risk management objectives

Management provides services to the business, co-ordinates access to domestic and

international financial markets, monitors and manages the financial risks relating to the

operations of the Group through internal risks reports which analyse exposures by degree

and magnitude of risks. These risks include foreign currency risk, credit risk, liquidity risk

and cash flow interest rate risk. The Group does not enter into or trade financial

instruments, including derivative financial instruments, for speculative purposes.

The Company entered into an unsecured convertible loan funding facility, which is subject

to an arrangement fee of 10% of the amount of the Facility to be settled by the issue of

new shares as detailed in note 17. The Loan is interest free and so the Group is not exposed

to any risks associated with fluctuations in interest rates on the loan. Otherwise the Group

has no other committed borrowings. Fluctuation in interest rates applied to cash balances

held at the balance sheet date would have minimal impact on the Group.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

20. FINANCIAL INSTRUMENTS (continued)

Foreign exchange risk and foreign currency risk management

Foreign currency exposures are monitored on a monthly basis. Funds are transferred

between the Sterling and US Dollar accounts in order to minimise foreign exchange risk.

The Group holds the majority of its funds in Sterling.

The carrying amounts of the Group’s foreign currency denominated financial assets and

monetary liabilities at the reporting date are as follows:

	Financial liabilities		Financial assets
	202 4	202 3	202 4	202 3
	£	£	£	£
US Dollars	47,958	16	19 8	1 9
Swedish Krona	57,190	113,579	15	160,050
Euros	4,588	-	-	-
Norwegian Krona	16,223	52,534	-	-

Credit risk management

Credit risk refers to the risk that a counter party will default on its contractual obligations

resulting in financial loss to the Group. The Group does not have any significant credit

risk exposure on trade receivables. The Group makes allowances for impairment of

receivables where there is an identified event which, based on previous experience, is

evidence of a reduction in the recoverability of cash flows. The directors consider the

foreign exchange risk exposure is limited.

The credit risk on liquid funds (cash) is considered to be limited because the counterparties

are financial institutions with high credit ratings assigned by international credit-rating

agencies.

The carrying amount of financial assets recorded in the financial statements represents the

Company’s maximum exposure to credit risk.

Liquidity risk management

Liquidity risk is the risk that the Company will not be able to meet its financial obligations

as they fall due. Management monitor forecasts of the Company’s liquidity reserve,

comprising cash and cash equivalents, on the basis of expected cash flow. At 29 December

2024, the Group held cash and cash equivalents of £17,551 (2023: £199,992) and the

directors assess the liquidity risk as part of their going concern assessment (see note 3).

The maturity of the Group’s financial liabilities at the Statement of Financial Position

date, based on the contracted undiscounted payments as disclosed in note 14, falls within

one year and payable on demand. The Group aim to maintain appropriate cash balances

in order to meet its liabilities as they fall due.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

20. FINANCIAL INSTRUMENTS (continued)

Maturity analysis
Group					Between	Between	Between
2024		On		In	1 and 6	6 and 12	1 and 3
	T otal	demand		1 month	months	months	years
	£	£		£	£	£	£
Trade and other payables	821, 378		-	133,660	687,718	-	-
Borrowings	125,000		-	-	125,000	-	-
Group
2023					Between	Between	Between
		On		In	1 and 6	6 and 12	1 and 3
	T otal	demand		1 month	months	months	years
	£	£		£	£	£	£
T rad e an d othe r payables	428,710		-	82,971	345,739	-	-

21. RELATED PARTY TRANSACTIONS

Remuneration of key management personnel

The key management personnel of the Company are considered to be the Directors.

Details of their remuneration are covered in note 7. Amounts owed to Directors is shown

in Note 16.

The shareholdings of the Directors in the issued share capital of the Company was as

follows:

		29 December 2024	29 December 2023
Director	Number of	Percentage	Number of	Percentage
	Ordinary	of issued	Ordinary	of issued
	Shares	ordinary	Shares	ordinary
		share		share
		capital		capital
Colin Bird*	47,819,227	19.11%	45,069,227	18.48%
Kjeld Thygesen	2,142,857	0.86%	2,142,857	0.88%
Alex Borrelli	82,777	0.03%	82,777	0.03%
Evan Kirby	-	-	-	-
Martyn Churchouse	-	-	-	-

* Includes 3,695,238 shares held by Lion Mining Finance Ltd and 33,428,571 shares held

by Camden Park Trading Ltd, companies controlled by Colin Bird.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

21. RELATED PARTY TRANSACTIONS (Continued)

The Company entered into a licence agreement dated 1 February 2022 with Lion Mining

Finance Limited (a company controlled by Colin Bird, a director of the Company) which

was amended with effect from 1 June 2022. Pursuant to this agreement, the Company has

been granted a licence to use the premises at 7-8 Kendrick Mews, London SW7 for a

licence fee of £1,500 per month (ex VAT) which can be terminated on 2 month’s notice

as the initial 12 month term of the agreement has already expired.. In addition, Lion

Mining Finance Limited provides basic administrative and support services as required

by the Company from time-to-time. At the year end the Group owed Lion Mining Finance

Ltd £27,250 (2023 - £5,650) and incurred expenses of £21,600 (2023 - £21,850) in the

year.

Directors’ Letters of Appointment and Service Agreements

(a) Pursuant to an agreement dated 29 April 2022 the Company renewed the appointment of

Colin Bird as a Director. The appointment continues unless terminated by either party

giving to the other three months’ notice in writing. Colin Bird is entitled to director’s fees

of £18,000 per annum for being a Director of the Company plus reasonable and properly

documented expenses incurred during the performance of his duties. Colin Bird is not

entitled to any pension, medical or similar employee benefits. The agreement replaces all

previous agreements with Colin Bird in relation to his appointment as a director of the

Company. At the year end the Group owed Colin Bird £38,708 (2023 - £20,708) in respect

of director fees.

(b) Pursuant to a consultancy agreement dated 29 April 2022, the Company has, with effect

from the date of the IPO, appointed Colin Bird as a consultant to provide technical

advisory services in relation to its current and future projects including, but not limited

to, assessing existing geological data and studies, existing mine development studies and

developing exploration programs and defining the framework of future geological and

mine study reports (the “Colin Bird Services”). The appointment continues unless

terminated by either party giving to the other three months’ notice in writing. Colin Bird

is entitled to fees of £2,500 per month for being a consultant to the Company plus

reasonable and properly documents expenses incurred during the performance of the

Colin Bird Services. At the year end the Group owed Colin Bird £42,500 (2023 - £15,000)

in respect of consultancy fees.

Thygesen as a non-executive Director. The appointment continues unless terminated by

either party giving to the other three months’ notice in writing. Kjeld Thygesen is entitled

to director’s fees of £18,000 per annum for being a director of the Company plus

reasonable and properly documented expenses incurred during the performance of his

duties. Kjeld Thygesen is not entitled to any pension, medical or similar employee

benefits. At the year end the Group owed Kjeld Thygesen £54,000 (2023 - £36,000) in

respect of director fees.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

21. RELATED PARTY TRANSACTIONS (Continued)

(d) Pursuant to an agreement dated 29 April 2022, Alex Borrelli was appointed as a non-

executive Director. The appointment continues unless terminated by either party giving

to the other three months’ notice in writing. Alex Borrelli is entitled to director’s fees of

£18,000 per annum for being a director of the Company plus reasonable and properly

documented expenses incurred during the performance of his duties. Alex Borrelli is not

entitled to any pension, medical or similar employee benefits. At the year end the Group

owed Borelli Capital Ltd a company controlled by Alex Borrelli £28,333 (2023 - £5,684)

in respect of director fees in relation to Alex Borrelli.

(e) Pursuant to an agreement dated 29 April 2022, Evan Kirby was appointed as a non-

executive Director. The appointment continues unless terminated by either party giving

to the other three months’ notice in writing. Evan Kirby is entitled to director’s fees of

£18,000 per annum for being a director of the Company plus reasonable and properly

documented expenses incurred during the performance of his duties. Evan Kirby is not

entitled to any pension, medical or similar employee benefits. At the year end the Group

owed Metallurgical Management Services a company controlled by Evan Kirby £38,708

(2023 - £6,000) in respect of director fees in relation to Evan Kirby.

Loans to Subsidiaries

	2024	2023
	£	£
Loans to Northern X Scandinavia AB	1,101,493	1,300,573
Loans to Northern X Finland OY	-	15,291
Loans to Caledonian Minerals AS	-	665,290
Loans to EV Metals AB	-	239
	1,101,493	1,981,393

All intra-group loans are interest-free and form part of the Company’s investment in

subsidiaries. The loans are net of the impairments detailed in note 14.

Kendrick Resources

PLC

NOTES TO THE FINANCIAL STATEMENTS (Continued)

Year ended 29 December 2024

22. NET DEBT

	Group	Company	Group	Company
	2024	2024	2023	2023
	£	£	£	£
Cash and cash equivalents	17,551	15,204	199,992	39,953
Borrowings	(125,000)	(125,000)	-	-
Net (debt) / funds at year end	(107,449)	(109,796)	199,992	39,953
Net funds brought /forward	199,992	39,953	1,817,706	1,769,719
Cash flow movements	( 307,441)	( 149,749 )	( 1,617,714 )	( 1,729,766 )
Net (debt) / funds as at year end	( 1 07,449)	(109,796)	1 99,992	39,953

Net debt is calculated as total borrowings (including “current and non-current

borrowings” as shown in the statement of financial position) less cash and cash

equivalents.

23. EVENTS AFTER THE REPORTING DATE

As announced on 25 February 2025 the Company has raised £107,500 before expenses at

0.25 pence per Ordinary Share (the “Fundraising Price”) through the issue of 43,000,000

new Ordinary Shares of £0.0003 each. The Fundraising comprised a placing of

31,000,000 Fundraising Shares raising £77,500 via Shard Capital Partners PLC (“Shard”)

and the Company arranged share subscriptions for 12,000,000 raising £30,000. Following

the issue of the Fundraising Shares the Company’s total issued share capital consist of

293,248,152 Ordinary Shares with voting rights.

Colin Bird, the Company’s Executive Chairman subscribed £20,000 for 8,000,000

Fundraising Shares which represent in aggregate 18.6% of the gross fundraising proceeds.

On 7 March 2025 the Company issued a drawdown notice of £125,000 under Loan

Tranche Three of the Working Capital Facility Agreement with Sanderson Capital

Partners Ltd (see Note 17) which has not yet been paid.

The Company also issued a warrant to Shard to subscribe for 1,550,000 new Ordinary

Shares exercisable at the fundraising price for a period of three years from Admission of

the shares on 28 February 2025.

Other than these matters, no significant events have occurred subsequent to the reporting

date that would have a material impact on the consolidated financial statements.