Company Registration Number: 02401127
ANNUAL REPORT
29 DECEMBER 2025
Kendrick Resources
PLC
1
CONTENTS
Page
Directors and advisers 2
Chairman’s Statement 3
Operational Financial Corporate and Strategy Reviews 5
Strategic Report 8
Board of Directors 13
Directors’ Remuneration Report 15
Corporate Governance Statement 19
Directors’ Report 24
Statement of Directors’ Responsibilities 27
Independent Auditor’s Report 28
Group Statement of Comprehensive Income 39
Group Statement of Financial Position 40
Company Statement of Financial Position 41
Group Statement of Cash Flow 42
Company Statement of Cash Flow 43
Group Statement of Changes in Equity 44
Company Statement of Changes in Equity 45
Notes to the Financial Statements 46 - 82
Kendrick Resources
PLC
2
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
RPG Crouch Chapman LLP
40 Gracechurch Street
London EC3V 0BT, England
FINANCIAL ADVISER AND JOINT BROKER
AlbR Capital Limited
3
rd
Floor, 80 Cheapside
London EC2V 6EE
LEGAL ADVISERS
Edwin Coe LLP
2 Stone Buildings, Lincoln’s Inn
London WC2A 3TH
JOINT BROKERS
Shard Capital LLP
3
rd
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
3
WEBSITE www.kendrickresources.com
Dear Shareholder,
I reported in my last chairman’s statement that despite having high potential nickel projects, the cost of
exploration and associated works in Scandinavia was too expensive for a junior company in terms of total
resource allocation. This was compounded by the weakness of the nickel market, with nickel being the
core of our exploration portfolio. I also highlighted that the Company was looking to restructure the
portfolio to focus on these metals in jurisdictions it knows, including Southern Africa as it had strong
access to people resource and a track record of success providing a network, which is essential for future
development.
The board have in these financial statements elected to write off the Airijoki vanadium project in Sweden
notwithstanding its prospectivity were it fully funded on the basis that the current funding market for
vanadium projects remains very weak with little apparent chance of regaining its anticipated status in the
renewal energy market.
Our search for new projects was exhaustive and during the period we reviewed many opportunities, which
we decided not to pursue either due to project fundamentals or imbalance between price expectations and
prospectivity.
During the year the Company announced on 29 September 2025 the exercise of its option to enter into a
joint venture agreement for the exploration of and if appropriate development of the Blue Fox Copper
project located in the Northwestern region of Zambia
As a post balance sheet event, we announced the signing of a binding and exclusive agreement to enter
into an option over rare earth licences in Namibia, namely EPL 4458 and EPL 6691. The binding and
exclusive period was valid until 19 May 2026. On 23 February 2026, the company announced that it had
exercised its option and entered into a definitive agreement with Bonya Exploration Pty Namibia
(“Bonya”).
Since signing the agreement, the company has conducted two capital raisings and conducted a data base
preliminary interrogation. The data base is very comprehensive and constitutes an excellent foundation
base for future work. We have sent previously generated core for assay and on 16 March 2026 reported
excellent total rare earth values and particularly good values of light rare earths with magnetic properties
much sought after. The magnetic rare earths being Neodymium, Samarium and Praesidium.
At the time of writing this report the Company is busy drilling and exploring in the licence areas with a
view to fast tracking all elements of a feasibility study.
Results for the year: The Group reported a loss before taxation for the year of £2,603,425 (2024:
£3,437,121) mainly due to administrative costs of £443,003 (2024: £693,059), including professional,
consulting and directors’ fees and an impairment of £2,176,953 (2024: £2,737,711) against licences we
have decided to relinquish to focus on the Bonya rare earths and Blue Fox copper projects. Net liabilities
at 29 December 2025 amounted to £1,215,036 (2024: net assets of £1,320,795) including exploration and
evaluation assets of £Nil (2024: £2,200,826) and cash of £6,525 (2024: £17,551).
Kendrick Resources
PLC
CHAIRMAN’S STATEMENT
4
Outlook: The junior resource climate has improved over the period and geopolitical tension has put many
critical metals and minerals under the spotlight. Rare earths in particular are generally under Chinese
control, and the west has little access to the necessary sources of rare earths and the necessary processing
facilities. It is the opinion of the Board that our licences are very well situated in that they are 60km from
Lüderitz, a deep-water port in southern Namibia, have a powerline running through the property and are
close to a key arterial road within the country.
The project history suggests that the potential for this project is well above the global average both in
terms of tonnes and grade. It is our intention to progress this project as fast as possible to progress the
fundamentals to prove of statement i.e. the project is world class.
Kendrick looks forward to its new life in the rare earths arena and is doing all possible to enhance
shareholder value in the short term.
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.
I thank my fellow directors and management for their efforts in maintaining the business, whilst
restructuring its purpose.
Colin Bird
Chairman
28 April 2026
Kendrick Resources
PLC
Operational Financial Corporate and Strategy Reviews
5
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) Category its principal activity is that of mining exploration and development. Prior to this year
the Group’s focus has been on vanadium, nickel, and copper battery metals projects in Scandinavia via its
subsidiaries. During 2025 the Company has, given the Board’s extensive resource project experience in
Southern Africa and the relative cost of developing projects in Southern Africa compared to Scandinavia,
been focussing on acquiring projects in Southern Africa. In 2025 it exercised an option to acquire the Blue
Fox copper exploration project located in northwest Zambia and post the year end acquired a 70% interest
in Bonya Exploration Pty Namibia (“Bonya”) Rare Earth Project located in Namibia which is now the
Company’s main focus.
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 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. However having assessed the current funding market for the Group’s Airijoki
vanadium energy storage project in Sweden the Board have decided to make a full impairment provision
against this project notwithstanding the prospectivity of the Airijoki Project were it fully funded. This is
so that the Company can focus instead on the Bonya rare earths project in Namibia acquired after the
period end and the Blue Fox copper project in Zambia acquired late during the current period, these
projects are more prospective than the Scandinavia projects and investors have shown a willingness to
support these projects as evidenced by the Company’s fundraising post the year end.
Operational Review
Acquisition during the year
During the year the Company announced on 29 September 2025 the exercise of its option to enter into
a joint venture agreement for the exploration of and if appropriate development of licence number
34412-HQ-LEL located in the Northwestern region of Zambia (“Blue Fox Copper project”).
Impairment Provision
Having assessed the current funding market for the Group’s Airijoki vanadium energy storage project in
Sweden the Board have decided to make a full impairment provision against this project notwithstanding
the prospectivity of the Airijoki Project were it fully funded. This is so that the Group can focus instead
on the Bonya and Blue Fox projects which are more prospective and for which investors have shown a
willingness to support as evidenced by the Company’s fundraising post the year end.
In light of this assessment the decision has been made to make a full impairment provision in relation to
the exploration and evaluation asset in relation to the Airijoki project.
Summary of Blue Fox Copper Project in Northwest Zambia:
The Blue Fox project comprises large scale exploration licence 34412-HQ-LEL which was issued on 16
October 2023 and expires on 15 October 2027 and is for cobalt, copper, diamond, gold and silver.
• The Licence which was previously held by Anglo American Corporation and is located within the
highly productive and prospective External Fold and Thrust Belt which is itself situated between
the Western Foreland and Domes domains of northwest Zambia.
Kendrick Resources
PLC
Operational Financial Corporate and Strategy Reviews
6
• The Licence is situated along strike of and in the same External Fold and Thrust Belt that hosts
Tenke Fungurume (8Mt contained Cu) and the Mutanda mines in Democratic Republic of Congo
• The Licence sits adjacent to known copper mineralisation hosted by Roan Group rocks and
associated with salt diapir tectonics and fluidised breccias.
Financial Review
Financial highlights:
• £2.6m loss before tax (2024: £3.4m) due to an impairment provision of £2,176,953 (2024:
£2,737,711) against the Airijoki vanadium licences in Sweden due to a poor funding market for
the project
• Approximately £7k cash at bank at the year end (2024: £18k).
• The basic and diluted loss per share of 0.91 pence (2024: loss 1.40 pence) has been calculated on
the basis of the loss of £2,603,425 (2024: loss £3,437,121) and on 286,415,275 (2024:
245,674,119) ordinary shares, being the weighted average number of ordinary shares in issue
during the year ended 29 December 2025.
• At the year end net liabilities were £(1.22)m due to the loss for the year (2024 (net assets of
£1.32m).
Fundraisings and issues of shares and options
On 25 February 2025 the Company announced it had raised £107,500 before expenses at 0.25 pence
per Ordinary Share through the issue of 43,000,000 new Ordinary Shares of £0.0003 each (the
“Fundraising Shares”) (the “February 2025 Fundraising”). Colin Bird, the Company’s Executive
Chairman subscribed £20,000 for 8,000,000 Fundraising Shares which represented in aggregate 18.6
per cent. of the gross proceeds (“Colin Bird Share Subscription”).
During the period Colin Bird, the Company’s Executive Chairman has provided an interest free loan of
£35,000 to the Company (“Colin Bird Loan”) and Michael Allardice who provides consultancy services
to the company also provided an interest free loan of £3,800 in addition to the £17,500 which he lent in
2024.
Post the year end the Company has raised £1,587,000 by a combination of the issue of shares and
convertible loan notes as detailed in note 23 (post balance sheet events) to the Accounts
The Company did not issue any share options during the period. On 28 February 2025, in connection
with the February 2025 Fundraising the Company issued a three year warrant to Shard Capital Partners
PLC to subscribe for 1,550,000 shares exercisable at 0.25 pence per share.
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 what is now known as the Equity Shares (transition) Category
of the FCA’s Official List and to trading on the Main Market of the London Stock Exchange on 6 May
2022.
Corporate Acquisitions
There were no corporate acquisitions during the period.
Kendrick Resources
PLC
Operational Financial Corporate and Strategy Reviews
7
Strategy Review
The Company’s strategy is to acquire and enhance the value of its mineral resource projects through
exploration, technical studies and resource development and to bring projects to production through joint
venture or other arrangements or their sale.
The Kendrick Board has extensive resource project experience in southern Africa and has gravitated back
to the region with the acquisition post the year end of a 70% interest in the Bonya Project rare earths
located in Namibia. and in late 2025 the exercise of an option in relation to a joint venture to develop the
Blue Fox copper project located in northwest Zambia.
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 current and forecast prices remain high. Geopolitical
tension has put many a critical metals and minerals under the spotlight. Rare earths in particular are
generally under Chinese control, with the rest of the world having little access to the necessary sources of
rare earths and rare earths processing facilities. It is the opinion of the board that in this regard the Bonya
project rare earths project is very well situated given its location 60 km from the Lüderitz deep water port,
having a powerline running through the property and being close to a key arterial road.
Funding markets for exploration companies with the right projects has improved and the Company has by
raising £1,587,000 demonstrated post the year end that it is able to raise funds in the current environment.
The objective of the Board is to work to enhance the value of the Group’s Bonya rare earths project and
the Blue Fox copper project in Zambia.
Kendrick Resources
PLC
STRATEGIC REPORT
8
The Directors present their strategic report for the year ended 29 December 2025.
PRINCIPAL ACTIVITIES
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 2025, the Group had net liabilities of £1.22m and cash and cash equivalents of
£7k. 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.
Post the year end the Company has raised £1,587,000 by a combination of the issue of shares and
convertible loan notes as detailed in note 23 (post balance sheet events) to the financial statements
Based on fundraisings post the year end, the current cash balance of approximately £590K at the date
of these financial statements 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 the cash flow forecast to 31 July 2027 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.
However, the Group has not reached a contractual agreement to raise funds at the date of this report,
and this represents a material uncertainty that the Group will be able to successfully raise additional
funds and in the timeframe required. This may cast significant doubt on the Group's and Company's
ability to continue as a going concern for the period to 31 July 2027.
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.
Kendrick Resources
PLC
STRATEGIC REPORT
9
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.
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 Namibia and Zambia, 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:
2025
2024
£
£
Total assets
56,086
2,267,173
Net (liabilities ) / assets
(1,215,036)
1,320,795
Cash and cash equivalents
6,525
17,551
Trade and other payables
(1,012,957)
(821,378)
Liabilities related to borrowings
(258,185)
(125,000)
Loss before tax for the year
(2,618,388)
(3,437,121)
Kendrick Resources
PLC
STRATEGIC REPORT
10
Results for the year: The Group reported a loss before taxation for the year of £2,603,425 (2024:
£3,437,121) mainly due to administrative costs of £443,003 (2024: £693,059), including professional,
consulting and directors’ fees and an impairment of £2,176,953 (2024: £2,737,711) against the Airijoki
vanadium licences in Sweden due to a poor funding market for the project . Net liabilities at 29 December
2025 amounted to £(1,215,036 (2024: net assets of £1,320,795) including exploration and evaluation
assets of £Nil (2024: £2,200,826) and cash of £6,525 (2024: £17,551). As explained under the Principal
Activities section of this report, the Board has decided the Group should focus on its Bonya rare earths
project and the Blue Fox copper project in Zambia
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.
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
Kendrick Resources
PLC
STRATEGIC REPORT
11
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.
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.
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 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 in early stage negotiations with Jubilee to sell the royalty back to Jubilee. These
negotiations do not warrant a reversal of the previous impairment.
Kendrick Resources
PLC
STRATEGIC REPORT
12
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 non sterling payments in 2025 were in Euros and SEK (Swedish Krona)
but going forward will be in USD, Namibian Dollars and Zambian Kwacha,
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.
Approved by the Board of Directors and signed on behalf of the Board.
C Bird
Chairman
28 April 2026
Kendrick Resources
PLC
BOARD OF DIRECTORS
13
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, 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, Tiger
Resource Finance 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 a number of exploration companies with oversight for
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.
Former directorships in the last 5 years
Caerus Mineral Resources Plc and New Cyprus Copper P.A. Ltd.
Kendrick Resources
PLC
BOARD OF DIRECTORS
14
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 subsequently qualified as
a chartered accountant. He has many years’ experience in investment banking encompassing
flotations, takeovers, and 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 currently a senior
non-executive director of ASX-listed and AIM-listed Greatland Resources Limited and a non-
executive director of AIM-listed Bradda Head Lithium Limited.
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
15
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 2025.
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 revisions to the Company’s incentive schemes The
primary changes relate to the Annual Incentive Schemes so as to more closely align the annual incentive
awards with the interest of shareholders which is primarily increases in the Company’s share price (the
“Revised Incentive Schemes”). Awards under the Revised Incentive Schemes are not intended to replace
the Share Option Scheme arrangements. The Revised 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 Revised Incentive Schemes included Annual Incentive Awards: These will be awarded to Eligible
Participants with a minimum of 80% of their awards being related to Company performance and the
balance related to individual key performance indicators determined by the remuneration committee. The
foregoing percentages are so as to more closely align the annual incentive awards with the interest of
shareholders which is primarily increases in the Company’s share price. Eligible Participants annual
incentive award based on the Company performance will be based on improvements in the Company’s
share price in the preceding 12 month period (“Company Share Price Increase"). Following shareholder
approval an annual Company Share Price Increase measure was introduced with effect from 30 June 2024.
The base share price for the Company Share Price Increase was 0.9456 pence per share for the initial year
being the higher of i) the VWAP for June 2024 and ii) the highest calendar monthly VWAP during the 12
months to 30 June 2024 in both cases multiplied by 120% (the “Initial Base Share Price"). In the second
and subsequent years the Company Share Price Increase will be “high water marked” by the Base Share
Price for the relevant year being the higher of i) the Initial Base Share Price and ii) the highest Year End
Share Price (as defined below) for each previous year since the Initial Year multiplied by 120%. The year
Kendrick Resources
PLC
DIRECTORS REMUNERATION REPORT
16
end share price for each year will be the 30 day VWAP in the last month of the 12 month period (the
“Year End Share Price”). The participation rate in the Company Share Price Increase above the Base
Share Price for the applicable year will be 5% (the “Participation Rate”). In the year ended 30 June 2025
there was no awards made under the Annual Incentive Awards,
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.
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 2025 and 2024 was as follows:
2025
Directors’
Fees
Salary and
Consulting
Fees
Total
fees year
ended
£
£
£
C Bird
18,000
30,000
48,000
K Thygesen
18,000
-
18,000
M A Borrelli
18,000
-
18,000
E Kirby
18,000
-
18,000
M. Churchouse
18,000
6,000
24,000
Total
90,000
36,000
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 24.
Kendrick Resources
PLC
DIRECTORS REMUNERATION REPORT
17
2024
Directors’
Fees
Salary and
Consulting
Fees
Total
fees year
ended
£
£
£
C Bird
18,000
30,000
48,000
K Thygesen
18,000
-
18,000
M A Borrelli
18,000
-
18,000
E Kirby
18,000
-
18,000
M. Churchouse
18,000
6,000
24,000
Total
90,000
36,000
126,000
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 2025 or 2024.
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 2025
29 December 2024
Director
Number of Ordinary
Shares
Percentage
of issued
ordinary
share capital
Number of
Ordinary
Shares
Percentage of
issued ordinary
share capital
Colin Bird*
55,819,227
19.03%
47,819,227
19.11%
Martyn Churchouse
-
-
-
-
Kjeld Thygesen
2,142,857
0.73%
2,142,857
0.86%
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 the Share Option Scheme
Options issued to Directors are provided in the Directors’ Report on page 24 and in note 19.
No warrants were issued to Directors in 2025, 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 expired on 6 May 2025. None of the warrants were exercised during the period.
Kendrick Resources
PLC
DIRECTORS REMUNERATION REPORT
18
Director
Number of
Warrants
Exercise
price
(pence)
Expiry Date
Colin Bird
Fundraising Warrants
1,571,400
6.0
Expired on 6 May 25
Kjeld Thygesen
-
Fundraising Warrants
1,000,000
6.0
Expired on 6 May 25
Alex Borrelli
-
-
-
Evan Kirby
-
-
-
Martyn Churchouse
-
-
-
Other than as set out above, none of the Directors as at 29 December 2025 held any interest in shares of
the Company during the year.
This report was approved by the Board on 28 April 2026 and signed on its behalf by:
C Bird
Chairman
28 April 2026
Kendrick Resources
PLC
CORPORATE GOVERNANCE STATEMENT
19
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 the role of the Chairman to lead the Board effectively and to oversee the adoption,
delivery and communication of the Company’s corporate governance model. The Company’s corporate
governance statement is available in the investor section of the Company’s website at
https://www.kendrickresources.com/
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 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. 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 experience and background of the directors is summarised in the Board of Director’s section of the
financial statements. The directors, each of whom has over 30 years’ experience in the mining and
exploration industry, maintain and update their skills and knowledge through ongoing involvement in
active exploration and development projects, regular engagement with technical advisers and industry
specialists, participation in industry conferences and professional forums, and continuous review of
regulatory, technical and market developments relevant to the minerals sector.
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
20
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 2025 and the number of meetings attended by each director is tabled below.
2025
Meetings held whilst in
office
No. of meetings attended
Board
Audit
Board
Audit
C. Bird
2
n.a.
2
n.a.
M.A. Borrelli
2
2
2
2
E. Kirby
2
2
2
2
K Thygesen
2
2
2
2
M Churchouse
2
n.a.
2
n.a.
2024
Meetings held whilst in
office
No. of meetings attended
Board
Audit
Board
Audit
C. Bird
3
n.a.
3
n.a.
M.A. Borrelli
3
3
3
3
E. Kirby
3
3
3
3
K Thygesen
3
3
3
3
M Churchouse
3
n.a.
3
n.a.
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.
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.
Kendrick Resources
PLC
CORPORATE GOVERNANCE STATEMENT
21
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 %
3
2
100%
Women -
-
-
-
Nil
(1)
(CEO, SID and Chair)
Ethnic Background of Board members
Number of
board
members
Percenta
ge 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)
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.
Kendrick Resources
PLC
CORPORATE GOVERNANCE STATEMENT
22
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.
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.
Kendrick Resources
PLC
CORPORATE GOVERNANCE STATEMENT
23
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.
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 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
24
The Directors present their report together with the audited financial statements, for the year ended
29 December 2025.
RESULTS AND DIVIDENDS
The results for the year are set out in the Group Statement of Comprehensive Income on page 39.
The Directors do not recommend the payment of a dividend on the ordinary shares (2024: 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 15 to 18.
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 25 February 2025 the Company announced it had raised £107,500 before expenses at 0.25 pence
per Ordinary Share through the issue of 43,000,000 new Ordinary Shares of £0.0003 each (the
“Fundraising Shares”) (the “February 2025 Fundraising”). Colin Bird, the Company’s Executive
Chairman subscribed £20,000 for 8,000,000 Fundraising Shares which represented in aggregate 18.6
per cent. of the gross proceeds (“Colin Bird Share Subscription”).
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
The Company did not issue any share options during the period On 28 February 2025, in connection
with the February 2025 Fundraising the Company issued a three year warrant to Shard Capital Partners
PLC to subscribe for 1,550,000 shares exercisable at 0.25 pence per share.
Kendrick Resources
PLC
DIRECTORS’ REPORT
25
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.
IMPACT OF IRAN WAR
The Directors consider as a result of the war in Iran and ongoing middle east conflict and related
sanctions there is no immediate impact on the Company as it has no assets or business activities or
suppliers with links to Iran and is not aware of any persons sanctioned in relation to Iran owning shares
in the Company. The Company is monitoring the position given the uncertainty of the impact of the war
in Iran on the supply of oil, gas and other resources from the Middle East and the effect this may have
on supply chains, inflation and macro-economic factors.
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.
AUDITORS
The auditors, RPG Crouch Chapman LLP have indicated their willingness to continue in office. A
resolution to re-appoint them will be proposed at the forthcoming Annual General Meeting.
Kendrick Resources
PLC
DIRECTORS’ REPORT
26
Approved by the Board of Directors and signed on behalf of the Board.
C Bird
Chairman
28 April 2026
Kendrick Resources
PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
27
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;
• 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 maintaining adequate accounting records that are sufficient to show
and explain the company’s transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that the financial statements comply
with the Companies Act 2006. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial
information included on the company's website. 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
28
Independent auditor’s report to the members of Kendrick Resources PLC
Opinion on the financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the
Parent Company’s affairs as at 29 December 2025 and of the Group’s loss for the year
then ended;
• the Group financial statements have been properly prepared in accordance with UK
adopted international accounting standards;
• the Parent Company financial statements have been properly prepared in accordance with
UK adopted international accounting standards and as applied in accordance with the
provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Kendrick Resources PLC (the ‘Parent Company’)
and its subsidiaries (the ‘Group’) for the year ended 29 December 2025 which comprise the Group
Statement of Comprehensive Income, the Group Statement of Financial Position, the Company
Statement of Financial Position, the Group Statement of Cash Flow, the Company Statement of
Cash Flow, the Group Statement of Changes in Equity, the Company Statement of Changes in
Equity and notes to the financial statements, including a summary of significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable
law and UK adopted international accounting standards and, as regards the Parent Company
financial statements, as applied in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We remain independent of the Group and the Parent 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 as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Material uncertainty relating to going concern
We draw your attention to Note 3 to the Group and Company financial statements which explains
that the Group and Company currently has no income and meets its working capital requirements
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
29
through raising development finance. Post the year end the Company has raised £1,587,000 by a
combination of the issue of shares and convertible loan notes. The nature of the Group and
Company’s exploration operations will require additional funds and/or funding facilities in order
to fully develop its business plan.
These circumstances indicate the existence of a material uncertainty that may cast significant
doubt upon the Group and Company’s ability to continue as a going concern and therefore it may
be unable to realise its assets and discharge its liabilities in the normal course of business. The
financial statements do not include any adjustments that might be necessary should the Group not
continue as a going concern. Our opinion is not modified in respect of this matter.
For the reason set out above and based on our risk assessment, we determined going concern to
be a key audit matter.
Our evaluation of the directors’ assessment of the Group’s and the Parent Company’s ability to
continue to adopt the going concern basis of accounting included:
• Evaluated the design and implementation of key internal controls over management’s
assessment of going concern, considering in detail the rationale provided and whether
this was consistent with our understanding as well as audit evidence obtained;
• Considered the accuracy of forecasts produced by management by reference to key
assumptions made, as well as identifying specific elements of the forecasts that are
critical for demonstrating that the business remains a going concern, taking into account
variances that arose;
• Tested the mechanical integrity of the forecast model prepared by management by
checking the accuracy and completeness of the model, including challenging the
appropriateness of estimates and assumptions with reference to empirical data and
external evidence;
• Considered the key financial data of the group and company at year end and assessed
the financial headroom available by reference to ongoing cash commitments over a
period of at least 12 months from the date of the approval of these financial statements;
• Considered the existing funding facilities with Sanderson, which was restructured post
year end with a revised settlement date of 30 June 2027, as well as assessed
Management's ability to raise funds successfully through equity placements;
• Specifically considered the short term liability position and management’s sensitivity
analysis where repayment is immediately required and their exposure based on
agreements with shareholders, directors and relevant creditors;
• Considered post year-end financial information, including board minutes and other
events in order to further assess the performance, strength as well as the ability of the
business to settle liabilities as they fall due since the balance sheet date to the date of the
approval of the financial statements.
• Reviewed the adequacy and completeness of the disclosure included within the financial
statements in respect of going concern.
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
30
Our responsibilities and the responsibilities of the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Key audit matters
2025
KAM 1
Carrying value
of exploration
and evaluation
asset
✓
KAM 2
Going Concern
✓
Materiality
Group financial statements as a whole
£52,000 based on 2% of total expenses.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
the applicable financial reporting framework and the Group’s system of internal control. On the
basis of this, we identified and assessed the risks of material misstatement of the Group financial
statements including with respect to the consolidation process.
We then applied professional judgement to focus our audit procedures on the areas that posed the
greatest risks to the group financial statements. We continually assessed risks throughout our
audit, revising the risks where necessary, with the aim of reducing the group risk of material
misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
From the above risk assessment and planning procedures, we determined which of the Group’s
components were likely to include risks of material misstatement relevant to the Group’s financial
statements. We then determined the type of procedures to be performed at these components, and
the extent to which component auditors were required to be involved.
For components in scope, we used a combination of risk assessment procedures and further audit
procedures to obtain sufficient appropriate evidence. As part of performing our Group audit, we
have determined the components in scope as follows:
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
31
Component
Component
Name
Entity
Group Audit Scope
1
Kendrick
Resources Plc
Kendrick
Resources Plc
Statutory audit and
procedures on the entire
financial information of the
component.
2
Northern X
Group
Northern
Scandinavia AB
Northern Finland
OY
Procedures on one or more
classes of transactions,
account balances or
disclosures.
The remaining entities were not assessed as in the scope of the group audit.
In determining components, we have considered how components are organised within the
Group, and the commonality of control environments, legal and regulatory framework, and level
of aggregation associated with individual entities. Whilst there is relative commonality of
controls across the group, differences in jurisdictional risk, and the legal and regulatory
frameworks under which the entities operate, prevent the further amalgamation of components.
The Group engagement team has performed all procedures directly, and has not involved
component auditors in the Group audit.
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) that we identified, including
those which had the greatest effect on: the overall audit strategy, the allocation of resources in
the audit, and directing the efforts of the engagement team. 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. In addition to the matter described in
the Material uncertainty related to going concern section, we have determined the matters
described below to be the key audit matters to be communicated in our report.
Key audit matter
How the scope of our audit
addressed the key audit matter
Carrying Value
of Exploration
and Evaluation
Asset
(References:
Significant
At 29 December 2025, the
Group held exploration
and evaluation assets with
a carrying amount of £nil
(2024: £2,200,826).
We have performed the following
procedures in respect of the
impairment of the exploration and
evaluation assets:
➢ We reviewed and challenged
Management's assessment of
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
32
accounting
policies – Note 3,
Exploration and
evaluation assets
Critical
accounting
judgements and
key sources of
estimation
uncertainty -
Impairment of
Exploration and
evaluation assets,
and
Determination of
Cash-generating
units for
Exploration and
Evaluation assets
– Note 4,
Exploration and
Evaluation assets
– Note 12.)
The Directors are
required to assess
whether impairment
indicators exist in
accordance with IFRS 6
and perform impairment
testing if such indicators
are identified.
At year end, the Directors
assessed the exploration
and evaluation assets for
indicators of impairment
which showed that some
indicators exist for
certain assets and
therefore a detailed
impairment assessment
was performed by the
Directors.
There is a risk that the
Directors will not identify
the impairment indicators
correctly when they exist.
Where impairment
indicators were identified
we have extended our
procedures to audit the
impairment assessment.
Given the financial
significance of the
exploration and
evaluation of assets, and
the significant judgement
involved in determining
whether an indicator of
impairment exists, we
consider this to be a
significant risk and a key
audit matter.
impairment indicators per
IFRS 6;
➢ We assessed exploration
assets for impairment
indicators through inquiries
of the Directors and obtained
any relevant supporting
evidence for the Directors’
future plans; and
➢ We reviewed the disclosures
in the financial statements,
including the
appropriateness of key
judgements and sensitivities
regarding asset carrying
values and impairment.
Since indicators were identified for
the group’s exploration assets we
extended our procedures to audit the
Directors’ calculated impairment
charge as at 29 December 2025 as
follows:
➢ We discussed with
Management their strategic
decisions and funding
positions regarding the
Scandinavian projects;
➢ We recalculated the
impairment charge
determined by the Directors;
and
➢ Checked the disclosures in
the annual report meets the
requirements of IFRS.
Key observations:
We found the key judgements made
by management in assessing the
exploration assets for indicators of
impairment to be reasonable.
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
33
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating
the effect of misstatements. We consider materiality to be the magnitude by which misstatements,
including omissions, could influence the economic decisions of reasonable users that are taken
on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed
materiality, we use a lower materiality level, performance materiality, to determine the extent of
testing needed. Importantly, misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a
whole.
Based on our professional judgement, we determined materiality for the financial statements as a
whole and performance materiality as follows:
Group financial statements
Parent company financial
statements
2025
2025
Materiality
£52,000
£47,000
Basis for
determining
materiality
2% of total expenses
2% of total expenses
Rationale for the
benchmark applied
Profit and loss activity was
deemed to be the appropriate
benchmark for the calculation
of Group materiality as this is
the main activity in the Group
for the year following the full
impairment of its exploration
and evaluation assets. In our
opinion this is therefore the
benchmark with which the
users of the financial
statements are principally
concerned.
The Parent Company does not
trade, it acts as a holding
company for the Group. This
benchmark aligns with the
focus of key stakeholders. In
our opinion this is therefore
the benchmark with which the
users of the financial
statements are principally
concerned.
Performance
materiality
£31,000
£28,000
Basis for
determining
performance
materiality
60% of the above materiality
levels
60% of the above materiality
levels
Rationale for the
percentage applied
The percentages applied
reflected our assessment of
aggregation risk, the nature of
The percentages applied
reflected our assessment of
aggregation risk, the nature of
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
34
for performance
materiality
the Group’s operations, and
our expectation of the level of
misstatement based on our risk
assessment.
the Company’s operations,
and our expectation of the
level of misstatement based
on our risk assessment.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component
of the Group, which was determined to be the Parent Company whose materiality and
performance materiality are set out above.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences
in excess of £2,600. We also agreed to report differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the document entitled Annual Report other than the financial statements
and our auditor’s report thereon. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the
audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions
and matters as described below.
Strategic
report and
Directors’
report
In our opinion, 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.
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
35
In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we
have not identified material misstatements in the strategic report or the
Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be
audited has been properly prepared in accordance with the Companies
Act 2006.
Matters on
which we are
required to
report by
exception
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
• adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company financial statements are not in agreement
with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, 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
the Parent 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 Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
36
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was 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:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those charged with governance and the Audit
Committee;
• Obtaining an understanding of the Group’s policies and procedures regarding
compliance with laws and regulations.
we considered the significant laws and regulations to be the Companies Act 2006, UK adopted
International Accounting Standards, the Listing Rules and Disclosure and Transparency Rules
and UK taxation legislation, employment taxes and licencing and environmental regulations in
the Group’s operational jurisdictions, Anti-bribery and corruption legislation.
Our procedures in respect of the above included:
• Review of minutes of meetings of those charged with governance for any instances of
non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including
fraud. Our risk assessment procedures included:
• Enquiry with management and those charged with governance regarding any known or
suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
o Detecting and responding to the risks of fraud; and
o Internal controls established to mitigate risks related to fraud.
• Review of minutes of meetings of those charged with governance for any known or
suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the
financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships
that may indicate risks of material misstatement due to fraud;
• Considering remuneration incentive schemes and performance targets and the related
financial statement areas impacted by these.
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
37
Based on our risk assessment, we considered the areas most susceptible to fraud to be
Management override of controls.
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met a defined risk
criteria, by agreeing to supporting documentation; and
• Assessing significant estimates made by management for bias such as the carrying value
of exploration and evaluation assets.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team who were all deemed to have appropriate competence and capabilities and
remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial
statements, recognising that 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, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the further removed non-compliance
with laws and regulations is from the events and transactions reflected in the financial statements,
the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s
website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s
report.
Other matters which we are required to address
We were appointed by the directors of Kendrick Resources PLC on 17 February 2026 to audit
the financial statements for the period ended 29 December 2025 and subsequent financial periods.
Our total uninterrupted period of engagement is 1 year, covering the year ended 29 December
2025.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group
or parent company and we remain independent of the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Kendrick Resources
PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
KENDRICK RESOURCES PLC
38
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we
might state to the Parent Company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Parent Company and the Parent
Company’s members as a body, for our audit work, for this report, or for the opinions we have
formed.
Steven Johnson (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP
Chartered Accountants and Statutory Auditors
40 Gracechurch Street
London
EC3V 0BT
Date: 28 April 2026
RPG Crouch Chapman LLP is a limited liability partnership registered in England and Wales
(with registered number OC375705).
Kendrick Resources
PLC
GROUP STATEMENT OF COMPREHENSIVE INCOME
39
Year ended 29 December 2025
Notes
Year to | Year to | ||
29 December | 29 December | ||
2025 | 2024 | ||
£ | £ | ||
Administrative expenses | ( | ( | |
Reversal of previously capitalised exploration and evaluation expenditure | 5 | ||
Gain in fair value of investment | |||
Impairment charge on exploration and evaluation assets | 12 | ( | ( |
Operating loss | 5 | ( | ( |
Finance expense | 5 | ( | ( |
Loss before tax | ( | ( | |
Taxation | 8 | ||
Loss for the year | ( | ( | |
Other comprehensive loss: | |||
Foreign currency difference on translation of foreign | |||
operations | ( | ||
Taxation | |||
Total comprehensive loss for the year | ( | ( | |
Basic and diluted loss per share | 9 | ( | ( |
The notes on page 46 to 82 form part of these financial statements.
All amounts are derived from continuing operations.
Kendrick Resources
PLC
GROUP STATEMENT OF FINANCIAL POSITION
40
As at 29 December 2025
Company No. 02401127
Notes
29 December | 29 December | ||
2025 | 2024 | ||
£ | £ | ||
Assets | |||
Non-current assets | |||
Property, plant and equipment | 10 | ||
Exploration and evaluation assets | 12 | ||
Current assets | |||
Current asset investment | 11 | ||
Trade and other receivables | 15 | ||
Cash and cash equivalents | |||
Total assets | |||
Liabilities | |||
Current liabilities | |||
Trade and other payables | 16 | ||
Borrowings – Host Liability (amortised cost) | 17 | ||
Borrowings – Other loans | 17 | ||
Borrowings – Derivative financial liabilities (FVTPL) | 17 | ||
Net assets | ( | ||
Equity | |||
Share capital | 18 | ||
Share premium | 18 | ||
Share based payment reserve | |||
Merger reserve | |||
Translation reserve | |||
Retained earnings | ( | ( | |
Total equity | ( |
The financial statements were approved by the Board of Directors and authorised for issue on 28 April
2026 and were signed on its behalf by
C Bird Chairman
Kendrick Resources
PLC
COMPANY STATEMENT OF FINANCIAL POSITION
41
As at 29 December 2025
Notes
29 December
2025
£
29 December
2024
£
Assets
Non-current assets
Property, plant and equipment
10
-
-
Exploration and evaluation assets
12
-
-
Investment in and loans to subsidiaries
14
-
2,371,574
-
2,371,574
Current assets
Current asset investment
11
7,357
1,798
Trade and other receivables
15
30,579
36,062
Cash and cash equivalents
6,521
15,204
44,457
53,064
Total assets
44,457
2,424,638
Liabilities
Current liabilities
Trade and other payables
16
1,012,838
821,257
Borrowings – Host Liability (amortised cost)
183,363
-
Borrowings – Other loans
17
56,300
125,000
Borrowings – Derivative financial liabilities (FVTPL)
17
18,502
-
1,271,002
946,257
Net assets
(1,226,546)
1,478,381
Equity
Share capital
18
23,014,360
23,001,460
Share premium
18
31,979,944
31,889,219
Share based payment reserve
100,258
100,258
Merger reserve
1,824,000
1,824,000
Accumulated losses
(58,145,108)
(55,336,556)
Total equity
(1,226,546)
1,478,381
The loss for the year for the Company was £2,808,552 (2024: £3,188,460). The financial statements
were approved by the Board of Directors and authorised for issue on 28 April 2026 and were signed on
its behalf by
C Bird Chairman
Kendrick Resources
PLC
GROUP STATEMENT OF CASH FLOW
42
for the year ended 29 December 2025
Year to 29 | Year to 29 | ||
December | December | ||
2025 | 2024 | ||
£ | £ | ||
Cash flows from operating activities | |||
Loss before tax | ( | ( | |
Adjustments to reconcile net losses to cash utilised : | |||
Impairment charge | 12 | ||
Finance Expense re Convertible loan | 5 | ||
Gain in fair value of investment at reporting date | ( | ||
Operating cash outflows before movements in working capital | ( | ( | |
Changes in: | |||
Trade and other receivables | |||
Trade and other payables | |||
Net cash outflow from operating activities | ( | ( | |
Investing activities | |||
Exploration & Evaluation assets | 12 | ( | ( |
Net cash outflow from investing activities: | ( | ( | |
Cash flows from financing activities | |||
Proceeds from convertible loans | |||
Proceeds from other loans | |||
Proceeds from issue of shares, net of issue costs | |||
Net cash inflow from financing activities | |||
Net decrease in cash and cash equivalents | ( | ( | |
Effect of foreign exchange rate changes | ( | ||
Cash and cash equivalents at beginning of period | |||
Cash and cash equivalents at end of period |
Kendrick Resources
PLC
COMPANY STATEMENT OF CASH FLOW
43
for the year ended 29 December 2025
Year to 29
December
2025
£
Year to 29
December
2024
£
Cash flows from operating activities
Loss before tax
(2,808,552)
(3,188,460)
Adjustments to reconcile net losses to cash utilised :
Impairment charge - Investment in subsidiaries
12
2,387,041
1,876,040
Impairment charge – Exploration and evaluation assets
-
637,639
Finance Expense re Convertible loan
5
12,865
-
Gain in fair value of investment
(5,559)
-
Operating cash outflows before movements in
working capital
(414,205)
(674,781)
Changes in:
Trade and other receivables
5,483
752
Trade and other payables
209,081
438,668
Net cash outflow from operating activities
(199,641)
(235,361)
Investing activities
(Loans to subsidiaries)/Repayment of loans /
14
(15,467)
85,612
Net cash inflow/(outflow) from investing activities:
(15,467)
85,612
Cash flows from financing activities
Proceeds from convertible loan
64,000
125,000
Proceeds from other loans
38,800
-
Proceeds from issue of shares, net of issue costs
103,625
-
Net cash inflow from financing activities
206,425
125,000
Net decrease in cash and cash equivalents
(8,683)
(24,749)
Cash and cash equivalents at beginning of period
15,204
39,953
Cash and cash equivalents at end of period
6,521
15,204
Kendrick Resources
PLC
GROUP STATEMENT OF CHANGES IN EQUITY
44
Year ended 29 December 2025
Share | Share | Share based | Merger | Translatio | Retained | Total | |
capital | premium | Payment | reserve | n | earnings | equity | |
reserve | reserve | ||||||
£ | £ | £ | £ | £ | £ | £ | |
As at 29 December 2023 | ( | ( | |||||
Loss for the year | ( | ( | |||||
Other comprehensive income | |||||||
Translation reserve | |||||||
Total comprehensive loss for the year | ( | ( | |||||
Issue of shares to settle share | |||||||
deferred consideration (note | |||||||
19) | |||||||
As at 29 December 2024 | ( | ||||||
Loss for the year | ( | ( | |||||
Other comprehensive income | |||||||
Translation reserve | ( | ( | |||||
Total comprehensive loss for the year | ( | ( | (2,6539,456) | ||||
Issue of shares (note 18) | |||||||
As at 29 December 2025 | ( | ( |
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 (Note 19).
Kendrick Resources
PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
45
Year ended 29 December 2025
Share capital
Share
premium
Share based
payment
reserve
Merger
reserve
Retained
earnings
Total equity
£
£
£
£
£
£
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
-
-
-
-
(3,188,460)
(3,188,460)
Other comprehensive income
-
-
-
-
-
-
Total comprehensive loss for the
year
-
-
-
-
(3,188,460)
(3,188,460)
Issue of shares to settle Share
deferred consideration (note 19)
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
Total comprehensive loss for the
year
-
-
-
-
(2,808,552)
(2,806,552)
Other comprehensive income
-
-
-
-
-
-
Total comprehensive loss for the
year
-
-
-
-
(2,808,552)
(2,808,552)
Issue of shares to settle Share
deferred consideration (note 18)
12,900
90,725
-
-
-
103,625
As at 29 December 2025
23,014,360
31,979,944
100,258
1,824,000
(58,145,108)
(1,226,546)
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 (Note 19)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
46
1. GENERAL INFORMATION
Kendrick Resources PLC (the ‘Company’ or “Kendrick”) is incorporated and domiciled in
The Company’s period being reported on in these accounts is for the year to 29 December 2025.
The comparative period is for the year to 29 December 2024.
The Group’s business is to enhance the value of its mineral resource projects through exploration
and technical studies conducted by the Group or through joint venture or other arrangements with
a view to establishing the projects can be economically mined for profit. 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. However having assessed the current
funding market for the Group’s Airijoki vanadium energy storage project in Sweden the Board
have decided to make a full impairment provision against this project notwithstanding the
prospectivity of the Airijoki Project were it fully funded. This is so that the Company can focus
instead on the Bonya rare earths project in Namibia acquired after the period end and the Blue Fox
copper project in Zambia acquired late during the current period, these projects are more
prospective than the Scandinavia projects and investors have shown a willingness to support these
projects as evidenced by the Company’s fundraising post the year end. The exploration and
evaluation assets previously held in Scandinavia are shown in note 12, at the period end no
exploration and evaluation asset is held in relation to the Bonya rare earth project or the Blue
Fox copper project.
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
47
2. ADOPTION OF NEW AND REVISED STANDARDS (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
48
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
49
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
50
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
51
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
52
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
53
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
54
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
55
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
56
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
57
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
58
5. OPERATING LOSS
The operating loss has been arrived at after charging:
2025 | 2024 | |
£ | £ | |
Staff costs (note 7 ) | 126,000 | 126,000 |
Impairment charge on exploration and evaluation assets (note | ||
12) | 2,149,124 | 2,737,711 |
Gain in fair value of investment | (5,559) | - |
Reversal of previously capitalised exploration and evaluation | ||
expenditure ** | 27,829 | - |
** During the year, the Group reassessed an accrual previously recognised in respect of
exploration and evaluation expenditure which had been capitalised and impaired. Following
receipt of additional information the accrual was reduced by £27,829, with the corresponding
credit recognised within exploration and evaluation expenses in the income statement.
Finance Charge comprises
2025 | 2024 | |
£ | £ | |
Finance cost on convertible loan (EIR) (note 17) | 25,864 | - |
Fair values movement on derivative (note 17) | (12,999) | - |
Other finance charges | 3,992 | 6,351 |
16,857 | 6,351 |
6. AUDITORS’ REMUNERATION
The remuneration of the auditors can be analysed as follows:
2025 | 2024 | |
£ | £ | |
Fees payable to the company’s auditor for the audit of the Company’s financial statements | 57,500 | 82,225 |
57,500 | 82,225 |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
59
2025 | 2024 | |
Number | Number | |
Directors | 5 | 5 |
The average monthly number of employees | 5 | 5 |
Their aggregate remuneration comprised :- | £ | £ |
Fees | 126,000 | 126,000 |
126,000 | 126,000 |
2025 | 2024 | |
£ | £ | |
Loss before tax | (2,603,425) | (3,437,121) |
Tax credit at the standard rate of tax in the UK | (650,856) | (859,280) |
Tax effect of non-deductible expenses | 544,238 | 730,086 |
Loss carried forward | 106,618 | 129,194 |
Tax for the year | - | - |
29 December | 29 December | |
2025 | 2024 | |
Loss after tax for the purposes of earnings per | £2,603,425 | £3,437,121 |
share attributable to equity shareholders | ||
Weighted average number of shares | 286,415,275 | 245,674,119 |
Basic and diluted loss per ordinary share | (0.91) p | (1.40) p |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
60
9. LOSS PER SHARE (continued)
Group & Company | ||
Office equipment | Total | |
and computer | ||
£ | £ | |
COMPANY | ||
Cost | ||
At 29 December 2023 | 60,587 | 60,587 |
Additions | - | - |
At 29 December 2024 | 60,587 | 60,587 |
Additions | - | - |
At 29 December 2025 | 60,587 | 60,587 |
Accumulated depreciation | ||
At 29 December 2023 | (60,587) | (60,587) |
Charge for the year | - | - |
At 29 December 2024 | (60,587) | (60,587) |
Charge for the year | - | - |
At 29 December 2025 | (60,587) | (60,587) |
Carrying amount | ||
At 29 December 2025 | - | - |
At 29 December 2024 | - | - |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
61
Group & Company | ||
2025 | 2024 | |
£ | £ | |
Balance as at 29 December | 1,798 | 1,798 |
Fair value through profit and loss | 5,559 | - |
Balance as at 29 December | 7,357 | 1,798 |
Swedish | Finnish | Norwegian | ||
Projects | Projects | Projects | Total | |
£ | £ | £ | £ | |
Balance 29 December 2023 | 2,559,421 | 712,206 | 1,485,252 | 4,756,879 |
Additions in year | 98,363 | 1,012 | 82,283 | 181,658 |
Impairment Provision * | (456,958) | (713,218) | (1,567,535) | (2,737,711) |
Balance 29 December 2024 | 2,200,826 | - | - | 2,200,826 |
Additions in year | 10,304 | 767 | 11,071 | |
Currency translation differences | (34,944) | - | - | (34,944) |
Impairment Provision ** | (2,176,186) | - | (767) | (2,176,953) |
Balance 29 December 2025 | - | - | - | - |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
62
12. EXPLORATION AND EVALUATION ASSETS (continued)
Exploration and Evaluation Assets - Company | ||
Norwegian | ||
Projects | Total | |
£ | £ - | |
Balance 29 December 2023 | 637,639 | 637,639 |
Impairment Provision * | (637,639) | (637,639) |
Balance 29 December 2024 | - | - |
Additions | - | - |
Impairment Provision | - | - |
Balance 29 December 2025 | - | - |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
63
13. CONGINGENT LIABILITIES (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
64
13. CONGINGENT LIABILITIES (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
65
14. INVESTMENT IN AND LOANS TO SUBSIDIARIES
Loans to Subsidiaries | ||||||
Total | ||||||
Investment | ||||||
in & Loans | ||||||
Company | Northern X | Northern X | Caledonian | EV | to | |
Investment in | Scandinavia | Scandinavia | Minerals | Metals | Subsidiarie | |
Subsidiaries | AB | Finland OY | AS | AB | s | |
£ | £ | £ | £ | £ | £ | |
Balance 29 December 2023 | 2,351,833 | 1,300,573 | 15,291 | 665,290 | 239 | 4,333,226 |
Loans to Subsidiaries | - | (199,079) | 4,548 | 82,282 | 26,637 | (85,612) |
Impairment Provision * | (1,081,753) | - | (19,839) | (747,572) | (26,876) | (1,876,040) |
Balance 29 December 2024 | 1,270,080 | 1,101,494 | - | - | - | 2,371,574 |
Loans to Subsidiaries | - | 13,525 | 179 | 767 | 996 | 15,467 |
Impairment Provision | (1,270,080) | (1,115,019) | (179) | (767) | (996) | (2,387,041) |
Balance 29 December 2025 | - | - | - | - | - | - |
* 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 2025 impairment provision is in relation to the Airijoki Project. The provision was made having
assessed the current funding market for the Company’s Airijoki vanadium energy storage project in
Sweden notwithstanding the prospectivity of the Airijoki Project were it fully funded. This is so that the
Company can focus instead on the Bonya Namibian rare earth’s project acquired post year end and the
Blue Fox Zambian copper project acquired during the period which are more prospective and for which
investors have shown a willingness to support as evidenced by the Company’s fundraising post the year
end.
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 2025
66
14. INVESTMENT IN AND LOANS TO SUBSIDIARIES (continued)
Country of | Company’s | |||
Name & registered | incorporation | Nature of | Proportion of | |
office address | and residence | business | equity | |
Northern X Scandinavia | Sweden | Base Metals | 100% | |
AB Hellstrom Advokatbyra KB, Box 7305, Stockholm Sweden | 103 90 | Exploration | ||
Northern X Finland Oy C/o Millar | Finland | Base Metals | 100% | |
Ab, Storgatan 51, 972 31 Luleå | Exploration | |||
Sweden, Finnish business identity | ||||
code 2892740-6 | ||||
Caledonian Minerals AS c/o IM | Norway | Base Metals | 100% | |
Ruud Regnskap AS, Smalgangen | Exploration | |||
3, 0188 | Oslo, Norway | |||
EV Metals AB c/o Nordfors | Sweden | Base Metals | 100% | |
Consulting AB, Box 528, 101 30 | Exploration | |||
Stockholm | ||||
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
67
2025 | 2024 | |
Host liability and other loans | £ | £ |
Convertible Loan Facility brought forward | 125,000 | - |
Reclassification to host liability | (20,834) | |
Open host liability at amortised cost | 104,166 | |
Convertible Loan Facility | 125,000 | |
Further drawdowns during year | 53,333 | |
Finance cost recognised (EIR) | 25,864 | |
Closing host liability at year end | 183,363 | |
Other loans: | ||
Director’s Loan -Colin Bird | 35,000 | |
Other Loan ** | 21,300 | |
239,663 | 125,000 |
2025 | 2024 | |
Embedded derivative liability (FVTPL) | £ | £ |
Convertible Loan Facility brought forward | 125,000 | - |
Reclassification to host liability | (104,166) | |
Opening derivative liability | 20,834 | |
Further drawdowns during year | 10,667 | |
Fair value movement on derivative | (12,999) | |
18,502 | Nil |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
68
17 BORROWINGS (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
69
17 BORROWINGS (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
70
2025 | 2024 | |||||
Issued and fully paid | ||||||
equity share capital | Number | £ | Number | £ | ||
Ordinary shares of £0.0003 each | 293,248,152 | 87,974 | 250,248,152 | 75,074 | ||
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 | 12,121,68 4 | ||
Deferred shares of £0.01 each | 19,579,925 | 195,799 | 19,579,925 | 195,799 | ||
Deferred shares of £0.04 each | 181,378,766 | 7, | 255,151 | 181,378,766 | 7,255,151 | |
23,014,360 | 23,001,460 |
Number of | Share | ||
Ordinary | Share | Premium | |
Group & Company | shares | capital | |
£ | £ | ||
As at 1 January 2024 | 243,882,767 | 73,165 | 31,845,128 |
Shares issued to settle accrued fees to consultants | 6,365,385 | 1,909 | 44,091 |
As at 29 December 2024 | 250,248,152 | 75,074 | 31,889,219 |
Shares issued from share subscriptions | 43,000,000 | 12,900 | 94,600 |
Share issue costs | - | - | (3,875) |
As at 29 December 2025 | 293,248,152 | 87,974 | 31,979,944 |
18. SHARE CAPITAL AND SHARE PREMIUM (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
71
Number of | Exercise | Expiry | |
Warrants | price (p) | ||
At 1 January 2025 | |||
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 |
106,042,60 9 | |||
Expired during period | |||
Fundraising Warrants | (92,857,14 3) | 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 |
Issued in period | |||
Broker Warrants A warrant reserve was not created in relation to the 101,875,942 warrants expiring 6 May 2025 as they were all issued in relation to raising funds for the Company’s Listing in May 2022. | 1,550,000 | 0.25 | 28 Feb 2028 |
At 29 December 2025 | 5,716,677 |
19. WARRANTS AND SHARE OPTIONS (continued) |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
72
Share price at the date of issue | 0.265p three years in relation to the fundraising announced on 25 February 2025 |
Strike price On 28 February 2025 the Company issued 1,550,000 Broker Warrants exercisable at 0.25 pence for The fair value of the drawdown warrants of £1,894 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: | 0.250p |
Volatility | 62% |
Expected life | 1,095 days (3 years) |
Risk free rate Share Based Payment Reserve | 3.968% |
Brought forward 1 st January 2025 ** | 100,258 |
Additions during year | - |
Deductions during year | 100,258 |
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 |
19. WARRANTS AND SHARE OPTIONS (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
73
Share price at the date of issue | 0.93p the Black Scholes model, using the following inputs: |
Strike price 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 | 3.5p |
Volatility | 50% |
Expected life | 2,920 days (8 years) |
Risk free rate The resultant fair value of the share options as at 29 March 2023 was determined to be £59,758 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 | 4% |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
74
20. FINANCIAL INSTRUMENTS (continued)
2025 | 2024 | |
£ | £ | |
Financial assets | ||
Current asset investment | 7,357 | 1,798 |
Cash and cash equivalents | 6,525 | 17,551 |
Trade and other receivables | 21,700 | 21,290 |
35,582 | 40,639 | |
Financial liabilities classified as held at amortised cost | ||
Trade and other payables | 679,257 | 444,932 |
679,257 | 444,932 |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
75
20. FINANCIAL INSTRUMENTS (continued)
Financial liabilities | Financial assets | |||
2025 | 2024 | 2025 | 2024 | |
£ | £ | £ | £ | |
US Dollars | 44,551 | 47,958 | 53 | 198 |
Swedish Krona | 41,465 | 57,190 | 43 | 15 |
Euros | 4,317 | 4,588 | - | - |
Norwegian Krona | 18,773 | 16,223 | - | - |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
76
20. FINANCIAL INSTRUMENTS (continued)
Group | Between | Between | Between | ||||
2025 | On | In | 1 and 6 | 6 and 12 | 1 and 3 | ||
Total | demand | 1 month | months | months | years | ||
£ | £ | £ | £ | £ | £ | ||
Trade and other payables | 1,012,957 | - | 128,041 | 884,916 | - | - | |
Convertible Loan – | 189,000 | - | - | 189,000 | - | - | |
host liability | |||||||
Other loans | 56,300 | - | - | 56,300 | - | - | |
Derivative Liability – | 18,502 | - | - | 18,502 | - | - | |
conversion option *– host liability |
2024 | Between | Between | Between | ||||
On | In | 1 and 6 | 6 and 12 | 1 and 3 | |||
Total | demand | 1 month | months | months | years | ||
£ | £ | £ | £ | £ | £ | ||
Trade and other payables | 821,378 | - | 133,660 | 687,718 | - | - | |
Borrowings | 125,000 | - | - | 125,000 | - | - |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
77
29 December 2025 | 29 December 2024 | |||
Director | Number of | Percentage | Number of | Percentage |
Ordinary | of issued | Ordinary Shares | of issued | |
Shares | ordinary | ordinary | ||
share capital | share | |||
capital | ||||
Colin Bird* | 55,819,227 | 19.03% | 47,819,227 | 19.11% |
Kjeld Thygesen | 2,142,857 | 0.73% | 2,142,857 | 0.86% |
Alex Borrelli | 82,777 | 0.03% | 82,777 | 0.03% |
Evan Kirby | - | - | - | - |
Martyn Churchouse | - | - | - | - |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
78
21. RELATED PARTY TRANSACTIONS (Continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
79
21. RELATED PARTY TRANSACTIONS (Continued)
2025 | 2024 | |
£ | £ | |
Loans to Northern X Scandinavia AB | - | 1,101,493 |
Loans to Northern X Finland OY | - | - |
Loans to Caledonian Minerals AS | - | - |
Loans to EV Metals AB | - | - |
- | 1,101,493 |
Group | Company | Group | Company | |
2025 | 2025 | 2024 | 2024 | |
£ | £ | £ | £ | |
Cash and cash equivalents | 6,525 | 6,521 | 17,551 | 15,204 |
Borrowings | (189,000) | (189,000) | (125,000) | (125,000) |
Net (debt) / funds at year end | (182,475) | (182,479) | (107,449) | (109,796) |
Net funds brought /forward | (107,449) | (109,796) | 199,992 | 39,953 |
Cash flow movements | (75,026) | (72,683) | (307,441) | (149,749) |
Net (debt) / funds as at year end | (182,475) | (182,479) | (107,449) | (109,796) |
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
80
23. EVENTS AFTER THE REPORTING DATE
As announced on 22 January 2026 the Company entered into a binding and exclusive Option
Agreement valid until 19 May 2026 to acquire not less than 70% interest on terms to be agreed
with Bonya Exploration Pty Namibia (“Bonya”) to evaluate EPL4458 and EPL 6691 licenses for
the prospectivity of developing a Rare Earth mining project in Namibia.
Following work carried out on assaying and further trenching and identification of possible
drilling targets and carrying out all the necessary legal, financial and regulatory checks it was
further announced on 23 February that the Company had decided to exercise the option and
entered into a definitive agreement with Bonya Exploration Pty Namibia (“Bonya”) which owns
Namibia exploration licences EPL4458 and EPL 6691 (the “Licences”) and Bonya’s shareholder
(the “Agreement”) under which Kendrick will hold a 70% interest in the Licences which have
prospectivity for the development of a Rare Earth mining project (the “Project”).
The consideration payable is i) USD300,000 cash consideration and ii) the issue of 22,000,000
ordinary shares in Kendrick (the “Consideration Shares). Further consideration of USD500,000
and a further 3,000,000 Consideration Shares will be payable when the Licences have been
granted an extension of at least 18 months.
On 10 February 2026 the Company secured a £337,000 unsecured convertible loan facility (the
“Convertible Loan Facility”) provided by high net worth individuals, including £37,000 from
Colin Bird the Company’s Chairman (together, the “Lenders”) which is convertible at 0.66804
pence per share (the “Convertible Conversion Price”) and repayable by 31 January 2027 (the
“Convertible Repayment Date”).
In addition the long term shareholder Sanderson Capital Partners Ltd (“Sanderson”) agreed to
extend the maturity date for the £375,000 drawdown under the unsecured convertible loan funding
facility announced on 22 April 2024 (the “Sanderson Facility”) to 30 June 2027; and to advance
a further £250,000 under the Facility (the “Additional Loan Tranche”) which is convertible at
the Convertible Conversion Price and repayable at the Convertible Repayment Date.
The Convertible Loan Facility is unsecured and is convertible at the option of the Lenders or the
Company and is interest free. The Convertible Loan Facility is convertible, at the Convertible
Conversion price save that if prior to repayment there is a ‘Qualifying Financing’, being any issue
of new shares for cash at less than the Convertible Conversion Price the loan will convert at the
price and on the same terms as the relevant ‘Qualifying Financing’. The agreement includes
customary terms and conditions for a facility of this nature.
The terms of the £375,000 drawn down under the pre-existing Sanderson Facility remain the same
save that the maturity date has been extended to 30 June 2027. The Additional Loan Tranche terms
are as follows:
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
81
23. EVENTS AFTER THE REPORTING DATE (continued)
Kendrick Resources
PLC
NOTES TO THE FINANCIAL STATEMENTS (Continued)
Year ended 29 December 2025
82
23. EVENTS AFTER THE REPORTING DATE (continued)