REG - Beowulf Mining PLC - Unaudited Results for Period Ended 31 March 2024
29/05/2024 07:00
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RNS Number : 1645Q Beowulf Mining PLC 29 May 2024
The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation ("MAR")
(EU) No. 596/2014, as incorporated into UK law by the European Union
(Withdrawal) Act 2018. Upon the publication of this announcement, this inside
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29 May 2024
Beowulf Mining plc
("Beowulf" or the "Company")
Unaudited Financial Results for the Period Ended 31 March 2024
Beowulf Mining (AIM: BEM; Spotlight: BEO), the mineral exploration and
development company, announces its unaudited financial results for the three
months ended 31 March 2024 (the "Period").
Activities in the Period
Corporate
· During the Period, the Company initiated a capital raise to fund
the continued development of the Company's projects, in particular the Kallak
Iron Ore Project ("Kallak") in Sweden and the Graphite Anode Materials Plant
("GAMP") in Finland.
· The capital raise, which was concluded on 28 March 2024, raised a
total of SEK 56.3 million (approximately £4.3 million) by way of a rights
issue of Swedish Depository Receipts in Sweden, and a Primary Bid retail offer
and a placing to certain UK investors including members of the Board and
executive management in the UK.
· In order to enact the capital raise, a General Meeting was held
to provide the Board of Directors with the requisite authorisation and
flexibility to increase the Company's share capital. In addition, given the
Company's share price was near the nominal value of the Ordinary Shares, the
existing Ordinary Shares of 1p each were subdivided into a new Ordinary Share
of 0.1p and a deferred A share of 0.9p.
Sweden
· During the Period, the Company announced the appointment of
Dmytro Siergieiev as Project Director for Kallak. Dmytro, who commenced in the
position on 1 May 2024, had previously been working as team leader for Sweco's
mine environment unit, overseeing a broad range of assignments focused on mine
development, operation and permitting.
· Work continued in preparation for both the Pre-Feasibility Study
("PFS") and Environmental Impact Assessment ("EIA") for Kallak.
· Beowulf, through its wholly-owned Swedish subsidiary Jokkmokk
Iron Mines AB ("Jokkmokk Iron"), was awarded the exploration permit Parkijaure
nr 8. The permit is approximately 2,440 hectares in size and is situated south
of the Kallak project and immediately to the south and east of the Company's
existing Parkijaure nr 6 exploration permit and is prospective for iron ore
mineralisation similar to the deposits defined at Kallak. Processing and
interpretation of historic ground magnetic data has identified a number of
extensive and strongly magnetic anomalies up to four kilometres in strike
length that are believed to host iron ore mineralisation.
· Following geological mapping and boulder sampling of its
Parkijaure nr 7 licence, completed by Jokkmokk Iron during 2023, the Company
announced a rock chip sample from a boulder assayed 14.6% copper ("Cu"), 0.56%
zinc ("Zn"), 119 grammes per tonne ("g/t") silver ("Ag") and 0.35g/t gold
("Au"). Further, through the compilation and reprocessing of historic
geological, geophysical, soil geochemical and drilling data within the licence
area, 16 high priority targets were identified. Historic drilling intersected
6.2 metres ("m") of 1.53% Cu (including 3.6m of 2.45% Cu) and 2.6m at 0.96% Cu
in diamond drillhole 74002, and 110m of 0.42% Cu, 0.54 g/t Au and 0.16% Zn
(including a higher-grade zone of 37.6m at 0.63% Cu, 0.87 g/t Au and 0.21% Zn)
in diamond drillhole MAJ04001.
· On 18 January 2024, the Government made a formal and
comprehensive statement in relation to the ongoing Supreme Administrative
Court appeal process relating to the Kallak Iron Ore Project, endorsing the
original decision to award the Exploitation Concession and further emphasising
its support for the project, stating that the Kallak Project is of national
interest.
Finland
· On 17 January 2024, Beowulf, through its wholly-owned Finnish
subsidiary Grafintec Oy ("Grafintec"), announced an updated strategy to
fast-track the full GAMP process, consisting of Spheronisation, Purification
and Coating to produce Coated Spherical Graphite ("CSPG") for sale to anode
manufacturers. The updated strategy captures more of the anode material
production value chain and provides greater supply-chain security following
the export controls imposed by China on graphite materials in December 2023.
· An enhanced PFS on the full GAMP process is expected to be
concluded during 2024, building on the PFS of the Coating stage of the process
previously announced in July 2023 that demonstrated robust economics with a
post-tax Net Present Value of US$242 million (using an 8% discount rate) and a
post-tax Internal Rate of Return of 39%.
· The enhanced PFS will be followed by a Definitive Feasibility
Study ("DFS") in 2025, with first production still planned from 2027. While
the changes in Grafintec's development strategy will extend the time for the
ongoing EIA process and PFS to include the Spheronisation and Purification
process stages, the overall timeline for the GAMP remains on track for first
production in 2027.
· On 14 February 2024, the municipality of Korsholm approved a
renewal of the advance site reservation for Plot 1, Block 3017 in the
GigaVaasa area by a further six months. The extended advance site reservation
is valid until 31 July 2024, with option to extend further.
Kosovo
· The Company announced the consolidation of 100 per cent ownership
of Vardar Minerals Limited ("Vardar") during the Period, through the issue of
52,326,761 Beowulf shares (which remain subject to a 12-month lock-in
agreement) and provides Beowulf with full ownership and optionality and,
through bringing management and administrative functions in-house, reduces the
overall running cost to Beowulf. The transaction completed after market close
on 8 April 2024 and was announced the following day.
· In connection with the consolidation, Ismet Krasniqi was
appointed to the Board of Vardar.
· Vardar submitted applications, and received confirmation of
receipt on 22 February 2024, for new licences covering the original Mitrovica,
Viti East and Viti North licence areas, all of which expired on 27 January
2024 in accordance with their terms. Exploration licence applications are
reviewed by the Independent Commission for Mines and Minerals ("ICMM") in
Kosovo and ultimately granted by the Board of ICMM. The Government disbanded
the Board of ICMM in October 2023, thus the licence applications remain
pending until the new Board is appointed. With the licence applications
formally lodged with ICMM, no other party may apply for licences over the same
area. The Company is confident that the licences will be granted by ICMM in
due course and will update the market accordingly. As these applications are
for new licences, they will be valid for an initial three-year period from the
date of granting after which they may be extended twice, for two-year periods
with a reduction in the land holding of 50 per cent on each occasion.
· Vardar received encouraging preliminary assay results from
sampling programmes on the Shala East licence with rock chip samples assaying
up to 3.84 grammes per tonne ("g/t") gold ("Au"), 117 g/t silver ("Ag"), 5.5%
zinc ("Zn") and 5.4% lead ("Pb").
· Furthermore, sampling of water springs on the Viti North licences
has returned highly anomalous lithium and boron results of 1,260 and 10,500
microgrammes per litre respectively from a single sample. Further sampling and
exploration are planned.
Post Period
· Following the end of the Period on 3 April, the results of the
capital raise were announced with a total of SEK 56.3 million (approximately
£4.3m) being raised before costs.
· In accordance with the underwriting agreements connected to the
Rights Issue, the underwriters had the option to receive the underwriter fee
in the form of cash or in the form of SDRs, or a combination thereof. One of
the underwriters, Formue Nord Markedsneutral A/S opted to receive its
underwriter fee as SDRs and as a result subscribed for 29,166,667 new SDRs.
· Further, although the consolidation of Vardar described above,
was agreed and announced prior to the end of the Period, it did not complete
until after market close on 8 April 2024.
Financial
· The underlying administration expenses of £397,823 are lower
than the previous period of £593,795. This decrease is due to share-based
payment expenses of £10,816 (Q1 2023: £80,723), professional fees of
£170,035 (Q1 2023: £175,973), salary costs of £102,914 (Q1 2023:
£123,272), travel costs of £3,119 (Q1 2023: £16,637), consultancy fees of
£11,012 (Q1 2023: £33,174), PR fees of £11,272 (Q1 2023: 18,822),
downstream processing expense of £25,232 (Q1 2023: £32,605), and a foreign
currency loss on bank revaluations of £15,616 (Q1 2023: £58,817).
· The consolidated loss before tax decreased in the Period to
£429,825 (Q1 2023: £764,057). This decrease is primarily due to expenses
outlined in the preceding point combined with a reduction in finance costs in
relation to the bridging loan of £32,400 (Q1 2023: £195,304).
· Consolidated basic and diluted loss per share for the quarter
ended 31 March 2024 was 0.04 pence (Q1 2023: loss of 0.09 pence).
· £851,803 in cash was held at 31 March 2024 (31 March 2023:
£4,337,137). This was prior to the release of the net funds raised as part of
the Capital Raise of £3m.
· Exploration assets increased to £14,625,600 at 31 March 2024
compared to £13,517,973 at 31 March 2023.
· The cumulative translation losses held in equity increased by
£496,012 in the quarter ended 31 March 2024 to £1,953,884 (31 December 2023:
loss of £1,457,872). Much of the Company's exploration costs are in Swedish
Krona which has weakened against the pound since 31 December 2023.
· At 31 March 2024, there were 921,064,814 Swedish Depository
Receipts representing 79.60% per cent of the issued share capital of the
Company. The remaining issued share capital of the Company is held in the UK.
This was prior to the issue of shares and SDRs resulting from the Capital
Raise.
Ed Bowie, Chief Executive Officer ("CEO") of Beowulf, commented:
"Completing the capital raise was a key step for the Company during the
Period, ensuring it has the funding required to maintain the development of
its projects. I would like to extend my thanks to all those who supported the
raise. I and the Beowulf team remain focused on advancing our projects,
demonstrating their significant underlying value and growing the value of the
business.
"I am delighted that Dmytro has joined the team and already bringing his
significant experience and enthusiasm to help advance the Kallak project. We
have a number of key work-streams ongoing and planned for the summer period
that will feed into the PFS and EIA.
"Grafintec, having updated its strategy to include the full GAMP process from
outset is also progressing well under Rasmus's stewardship. The demand for
secure supply chains of strategic minerals has never been greater and we plan
to play a key role within the European market.
"Consolidating 100% of Vardar is also a key step for the Company. We continue
to generate exciting results through low-cost exploration. It is a pleasure to
have Ismet joining the Vardar Board as we seek to grow the business and unlock
its potential and value.
"We look forward to updating the market on progress across the three business
units over the coming months."
Enquiries:
Beowulf Mining plc
Ed Bowie, Chief Executive Officer ed.bowie@beowulfmining.com
SP Angel
(Nominated Adviser & Joint Broker)
Ewan Leggat / Stuart Gledhill / Adam Cowl Tel: +44 (0) 20 3470 0470
Alternative Resource Capital
(Joint Broker)
Alex Wood Tel: +44 (0) 20 7186 9004
BlytheRay
Tim Blythe / Megan Ray Tel: +44 (0) 20 7138 3204
Cautionary Statement
Statements and assumptions made in this document with respect to the Company's
current plans, estimates, strategies and beliefs, and other statements that
are not historical facts, are forward-looking statements about the future
performance of Beowulf. Forward-looking statements include, but are not
limited to, those using words such as "may", "might", "seeks", "expects",
"anticipates", "estimates", "believes", "projects", "plans", strategy",
"forecast" and similar expressions. These statements reflect management's
expectations and assumptions in light of currently available information. They
are subject to a number of risks and uncertainties, including, but not limited
to , (i) changes in the economic, regulatory and political environments in the
countries where Beowulf operates; (ii) changes relating to the geological
information available in respect of the various projects undertaken; (iii)
Beowulf's continued ability to secure enough financing to carry on its
operations as a going concern; (iv) the success of its potential joint
ventures and alliances, if any; (v) metal prices, particularly as regards iron
ore. In the light of the many risks and uncertainties surrounding any mineral
project at an early stage of its development, the actual results could differ
materially from those presented and forecast in this document. Beowulf assumes
no unconditional obligation to immediately update any such statements and/or
forecast.
About Beowulf Mining plc
Beowulf Mining plc ("Beowulf" or the "Company") is an exploration and
development company, listed on the AIM market of the London Stock Exchange and
the Spotlight Exchange in Sweden. The Company listed in Sweden in 2008 and, on
17 April 2024, was 81.07 per cent owned by Swedish shareholders. Beowulf's
purpose is to be a responsible and innovative company that creates value for
our shareholders, wider society and the environment, through sustainably
producing critical raw materials, which includes iron ore, graphite and base
metals, needed for the transition to a green economy. The Company has an
attractive portfolio of assets, including commodities such as iron ore,
graphite, gold and base metals, with activities in exploration, the
development of mines and downstream production in Sweden, Finland and Kosovo.
The Company's most advanced project is the Kallak iron ore asset in northern
Sweden from which test-work has produced a 'market leading' magnetite
concentrate of 71.5 per cent iron content. In the Kallak area, the Mineral
Resources of the deposits have been classified according to the PERC Standards
2017, as was reported by the Company via RNS on 25 May 2021, based on a
revised resource estimation by Baker Geological Services. The total Measured
and Indicated resource reports at 132 million tonnes ("Mt") grading 28.3 per
cent iron ("Fe"), with an Inferred Mineral Resource of 39 Mt grading 27.1 per
cent Fe.
In Finland, Grafintec, a wholly-owned subsidiary, is developing the Graphite
Anode Material Plant to supply anode material to the lithium-ion battery
industry. The Company has a site reserved at the GigaVaasa industrial hub in
western Finland and is completing a Pre-Feasibility Study on the downstream
processing plant. While the intention is to initially import graphite
concentrate from a third-party mine, Grafintec has a portfolio of graphite
projects in Finland including one of Europe's largest flake graphite resources
in the Aitolampi project in eastern Finland. Grafintec is working towards
creating a sustainable value chain in Finland from high quality natural flake
graphite resources to anode material production, leveraging renewable power,
targeting net zero CO(2) emissions across the supply chain.
In Kosovo, the Company, through its wholly-owned subsidiary Vardar Minerals,
is focused on exploration in the Tethyan Belt, a major orogenic metallogenic
province for base and precious metals. Vardar is delivering exciting results
across its portfolio of licences and has several exploration targets,
including lead, zinc, copper, gold and lithium.
Kallak is the foundational asset of the Company, and, with Grafintec and
Vardar, each business area displays strong prospects and, presents
opportunities to grow, with near-term and longer-term value-inflection points.
Beowulf wants to be recognised for living its values of Respect, Partnership
and Responsibility. The Company's ESG Policy is available on the website
following the link below:
https://beowulfmining.com/about-us/esg-policy/
(https://beowulfmining.com/about-us/esg-policy/)
BEOWULF MINING PLC
CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE THREE MONTHS TO 31 MARCH 2024
Notes (Unaudited) (Unaudited) (Audited)
3 months ended 31 March 3 months ended 31 March 12 months ended 31 December 2023
2024 2023
£
£ £
Continuing operations
Administrative expenses (397,823) (593,735) (2,501,263)
Impairment of exploration assets - - (350,158)
Operating loss (397,823) (593,735) (2,851,421)
Finance costs 3 (32,904) (195,536) (197,724)
Finance income 902 458 7,923
Grant income - 24,756 96,750
Recovery of impairment of listed investment - - 6,563
Loss before and after taxation (429,825) (764,057) (2,937,909)
Loss attributable to:
Owners of the parent (412,810) (743,435) (2,863,959)
Non-controlling interests (17,015) (20,622) (73,950)
(429,825) (764,057) (2,937,909)
Loss per share attributable to the owners of the parent:
Basic and diluted 4 (0.04) (0.09) (0.26)
(pence)
BEOWULF MINING PLC
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS TO 31 MARCH 2024
(Unaudited) (Unaudited) (Audited)
3 months ended 3 months ended 12 months
31 March 31 March ended
2024 2023 31 December 2023
£ £ £
Loss for the period/year (429,825) (764,057) (2,937,909)
Other comprehensive loss
Items that may be reclassified subsequently to profit or loss:
Exchange losses arising on translation of foreign operations (516,034) (144,847) (196,950)
Total comprehensive loss (945,859) (908,904) (3,134,859)
Total comprehensive loss attributable to:
Owners of the parent (908,822) (880,022) (3,032,416)
Non-controlling interests (37,037) (28,882) (102,443)
(945,859) (908,904) (3,134,859)
BEOWULF MINING PLC
CONDENSED COMPANY STATEMENT OF COMPREHENSIVE LOSS
FOR THE THREE MONTHS TO 31 MARCH 2024
Notes (Unaudited) (Unaudited) (Audited)
3 months ended 3 months ended 12 months ended
31 March 31 March 31 December 2023
2024 2023
£
£ £
Continuing operations
Administrative expenses (366,111) (405,557) (2,778,142)
Operating loss (366,111) (405,557) (2,778,142)
Finance costs 3 (32,400) (195,304) (195,304)
Finance income 835 424 7,655
Recovery of impairment on listed asset - - 6,563
Loss before and after taxation and total comprehensive loss (397,676) (600,437) (2,959,228)
Loss per share attributable to the owners of the parent:
Basic and diluted 4 (0.03) (0.07) (0.27)
(pence)
BEOWULF MINING PLC
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
(Unaudited) (Unaudited) (Audited)
As at As at As at
31 March 31 March 31 December
2024 2023 2023
£ £ £
ASSETS Notes
Non-current assets
Intangible assets 7 14,625,600 13,517,973 14,873,326
Property, plant and equipment 79,598 122,533 87,755
Investments 6,563 - 6,563
Loans and other financial assets 5,117 5,158 5,209
Right of use asset 52,200 14,950 63,158
14,769,078 13,660,614 15,036,011
Current assets
Trade and other receivables 239,747 223,467 152,004
Cash and cash equivalents 851,803 4,337,137 905,555
1,091,550 4,560,604 1,057,559
TOTAL ASSETS 15,860,628 18,221,218 16,093,570
EQUITY
Shareholders' equity
Share capital 5 11,571,875 11,571,875 11,571,875
Share premium 27,141,444 27,183,685 27,141,444
Capital contribution reserve 46,451 46,451 46,451
Share-based payment reserve 807,656 596,821 903,766
Merger reserve 137,700 137,700 137,700
Translation reserve (1,953,884) (1,426,002) (1,457,872)
Accumulated losses (23,542,060) (21,114,990) (23,235,514)
Total equity 14,209,182 16,995,540 15,107,850
Non-controlling interests 477,392 587,991 514,430
TOTAL EQUITY 14,686,574 17,583,531 15,622,280
LIABILITIES
Current liabilities
Trade and other payables 406,606 622,599 433,662
Lease liability 19,709 8,884 22,575
Borrowings 8 736,857 - -
1,163,172 631,483 456,237
Non-current liabilities
Lease liability 10,882 6,204 15,053
10,882 6,204 15,053
TOTAL LIABILITIES 1,174,054 637,687 471,290
TOTAL EQUITY AND LIABILITIES 15,860,628 18,221,218 16,093,570
BEOWULF MINING PLC
CONDENSED COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
(Unaudited) (Unaudited) (Audited)
As at As at As at
31 March 31 March 31 December 2023
2024 2023 £
£ £
ASSETS Notes
Non-current assets
Investments 3,974,782 3,931,165 3,967,878
Loans and other financial assets 13,237,122 11,674,430 12,839,865
Property, plant and equipment 904 782 964
17,212,808 15,606,377 16,808,707
Current assets
Trade and other receivables 77,519 57,560 49,155
Cash and cash equivalents 715,171 4,044,888 794,909
792,690 4,102,448 844,064
TOTAL ASSETS 18,005,498 19,708,825 17,652,771
EQUITY
Shareholders' equity
Share capital 5 11,571,875 11,571,875 11,571,875
Share premium 27,141,444 27,183,685 27,141,444
Capital contribution reserve 46,451 46,451 46,451
Share-based payment reserve 807,656 596,821 903,766
Merger reserve 137,700 137,700 137,700
Accumulated losses (22,568,096) (19,917,892) (22,276,683)
TOTAL EQUITY 17,137,030 19,618,640 17,524,553
LIABILITIES
Current liabilities
Trade and other payables 131,611 90,185 128,218
Borrowings 8 736,857 - -
TOTAL LIABILITIES 868,468 90,185 128,218
TOTAL EQUITY AND LIABILITIES 18,005,498 19,708,825 17,652,771
BEOWULF MINING PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE THREE MONTHS TO 31 MARCH 2024
Share capital Share premium Capital contribution reserve Share-based payment reserve Merger reserve Translation reserve Accumulated losses Total Non- Total equity
controlling
interest
£ £ £ £ £ £ £ £ £ £
At 1 January 2023 (Unaudited) 8,317,106 24,689,311 46,451 516,098 137,700 (1,289,415) (20,323,414) 12,093,837 568,732 12,662,569
Loss for the period - - - - - - (743,435) (743,435) (20,622) (764,057)
Foreign exchange translation - - - - - (136,587) - (136,587) (8,260) (144,847)
Total comprehensive loss - - - - - (136,587) (743,435) (880,022) (28,882) (908,904)
Transactions with owners
Issue of share capital 3,254,769 3,654,829 - - - - - 6,909,598 - 6,909,598
Cost of issue - (1,160,455) - - - - - (1,160,455) - (1,160,455)
Equity-settled share-based payment transactions - - - 80,723 - - - 80,723 - 80,723
Step up interest in subsidiary - - - - - - (48,141) (48,141) 48,141 -
At 31 March 2023 (Unaudited) 11,571,875 27,183,685 46,451 596,821 137,700 (1,426,002) (21,114,990) 16,995,540 587,991 17,583,531
Loss for the period - - - - - - (2,120,524) (2,120,524) (53,328) (2,173,852)
Foreign exchange translation - - - - - (31,870) - (31,870) (20,233) (52,103)
Total comprehensive loss (31,870) (2,120,524) (2,152,394) (73,561) (2,225,955)
Transactions with owners
Cost of issue - (42,241) - - - - - (42,241) - (42,241)
Equity-settled share-based payment transactions - - - 306,945 - - - 306,945 - 306,945
At 31 December 2023 (Audited) 11,571,875 27,141,444 46,451 903,766 137,700 (1,457,872) (23,235,514) 15,107,850 514,430 15,622,280
Loss for the period - - - - - - (412,810) (412,810) (17,015) (429,825)
Foreign exchange translation - - - - - (496,012) - (496,012) (20,022) (516,034)
Total comprehensive loss - - - - - (496,012) (412,810) (908,822) (37,037) (945,859)
Transactions with owners
Equity-settled share-based payment transactions - - - 10,153 - - - 10,153 - 10,153
Transfer on lapse of options - - - (106,263) - - 106,263 - - -
At 31 March 2024 (Unaudited) 11,571,875 27,141,444 46,451 807,656 137,700 (1,953,884) (23,542,061) 14,209,181 477,393 14,686,574
BEOWULF MINING PLC
CONDENSED COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE THREE MONTHS TO 31 MARCH 2024
Share capital Share premium Capital contribution reserve Share-based payment reserve Merger reserve Accumulated losses Total
£ £ £ £ £ £ £
At 1 January 2023 8,317,106 24,689,311 46,451 516,098 137,700 (19,317,455) 14,389,211
Loss for the period - - - - - (600,437) (600,437)
Total comprehensive loss - - - - - (600,437) (600,437)
Transactions with owners
Issue of share capital 3,254,769 3,654,829 - - - - 6,909,598
Cost of issue - (1,160,455) - - - - (1,160,455)
Equity-settled share-based payment transactions - - - 80,723 - - 80,723
At 31 March 2023 (Unaudited) 11,571,875 27,183,685 46,451 596,821 137,700 (19,917,892) 19,618,640
Loss for the period - - - - - (2,358,791) (2,358,791)
Total comprehensive loss - - - - - (2,358,791) (2,358,791)
Transactions with owners
Cost of issue - (42,241) - - - - (42,241)
Equity-settled share-based payment transactions - - - 306,945 - - 306,945
At 31 December 2023 (Audited) 11,571,875 27,141,444 46,451 903,766 137,700 (22,276,683) 17,524,553
Loss for the period - - - - - (397,676) (397,676)
Total comprehensive loss - - - - - (397,676) (397,676)
Transactions with owners
Equity-settled share-based payment transactions - - - 10,153 - - 10,153
Transfer on lapse of options - - - (106,263) - 106,263 -
At 31 March 2024 (Unaudited) 11,571,875 27,141,444 46,451 807,656 137,700 (22,568,096) 17,137,030
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM
FOR THE THREE MONTHS TO 31 MARCH 2024
1. Nature of Operations
Beowulf Mining plc (the "Company") is domiciled in England and Wales. The
Company's registered office is 201 Temple Chambers, 3-7 Temple Avenue, London,
EC4Y 0DT. This consolidated financial information comprises that of the
Company and its subsidiaries (collectively the "Group" and individually "Group
companies"). The Group is engaged in the acquisition, exploration and
evaluation of natural resources assets and has not yet generated revenues.
2. Basis of preparation
The condensed consolidated financial information has been prepared on the
basis of the recognition and measurement requirements of UK-adopted
International Accounting Standards ("IFRS"). The accounting policies, methods
of computation and presentation used in the preparation of the interim
financial information are the same as those used in the Group's audited
financial statements for the year ended 31 December 2023 except as noted
below.
The financial information in this statement does not constitute full statutory
accounts within the meaning of Section 434 of the UK Companies Act 2006. The
financial information for the quarter ended 31 March 2024 is unaudited and has
not been reviewed by the auditors.
The financial information for the twelve months ended 31 December 2023 is an
extract from the audited financial statements of the Group and Company. The
auditor's report on the statutory financial statements for the year ended 31
December 2023 was unqualified but did include a material uncertainty relating
to going concern.
The financial statements are presented in GB Pounds Sterling. They are
prepared on the historical cost basis or the fair value basis where the fair
valuing of relevant assets and liabilities has been applied.
As disclosed in Note 8, on 16 February 2024, in conjunction with the Company's
right issue, the Company entered into a short-term bridging loan of SEK 10
million (approx. £724k) with the underwriters of the rights issue to ensure
that the Company has sufficient financial resources to continue advancing its
projects ahead of the right issue being finalised. The bridging loan accrues
interest of 1.5% per 30-day period and is repayable on 31 May 2024. The
bridging loan was repaid early in April 2024 using part of the proceeds from
the capital raise on the right issue, noted below.
On 3 April 2024, the Company announced the completion of the capital raise
with a total of £4.3 million (SEK 56.3 million) gross raised to fund the
development of the Company's assets through their next key valuation
milestones. The net funds raised after the loan repayment and share issue
transaction costs are £3.0 million (see note 9).
Therefore, at the date of this report, based on management prepared cashflow
forecasts, the Directors are confident that the Group and Company has raised
sufficient capital to fund the Group's key projects and investments for the
period to June 2025, but note that further funds will be required within a few
months post this date to allow the Group and Company to realise its assets and
discharge its liabilities in the normal course of business. There are
currently no agreements in place and there is no certainty that the funds will
be raised within the appropriate timeframe. These conditions indicate the
existence of a material uncertainty which may cast significant doubt over the
Group's and the Company's ability to continue as going concerns and therefore,
the Group and the Parent Company may be unable to realise their assets and
discharge their liabilities in the normal course of business. The Directors
will continue to explore funding opportunities at both asset and corporate
levels. The Directors have a reasonable expectation that funding will be
forthcoming based on their past experience and therefore believe that the
going concern basis of preparation is deemed appropriate and as such the
financial statements have been prepared on a going concern basis. The
financial statements do not include any adjustments that would result if the
Group and the Company were unable to continue as going concerns.
3. Finance costs
(Unaudited) (Unaudited) (Audited)
3 months 3 months 12 months
ended ended ended
Group 31 March 2024 31 March 2023 31 December 2023
£ £ £
Bridging loan amortised interest 32,400 195,304 195,304
Lease liability interest 504 232 2,420
32,904 195,536 197,724
(Unaudited) (Unaudited) (Audited)
3 months 3 months 12 months
ended ended ended
Parent 31 March 2024 31 March 2023 31 December 2023
£ £ £
Bridging loan amortised interest 32,400 195,304 195,304
32,400 195,304 195,304
4. Loss per share
(Unaudited) (Unaudited) (Audited)
3 months 3 months 12 months
ended ended ended
Group 31 March 2024 31 March 31 December 2023
2023
Loss for the period/year attributable to shareholders of the Company (£'s) (412,810) (743,435) (2,863,959)
Weighted average number of ordinary shares 1,157,187,463 864,624,023 1,084,958,359
Loss per share (p) (0.04) (0.09) (0.23)
Parent
Loss for the period/year attributable to shareholders of the Company (£'s) (397,676) (600,437) (2,959,228)
Weighted average number of ordinary shares 1,157,187,463 864,624,023 1,084,958,359
Loss per share (p) (0.03) (0.07) (0.27)
5. Share Capital
(Unaudited) (Unaudited) (Audited)
As at As at As at
31 March 31 March 31 December 2023
2024 2023
£ £ £
Allotted, issued and fully paid
Ordinary shares of 0.1p each 1,157,188 11,571,875 11,571,875
Deferred A shares of 0.9p each 10,414,687 - -
Total 11,571,875 11,571,875 11,571,875
The number of shares in issue was as follows:
Number
of ordinary shares
Balance at 1 January 2023 831,710,636
Issued during the period 325,476,827
Balance at 31 March 2023 1,157,187,463
Issued during the period -
Balance at 31 December 2023 1,157,187,463
Issued during the period -
Balance at 31 March 2024 1,157,187,463
Number
of deferred A shares
Balance at 1 January 2023 -
Issued during the period -
Balance at 31 March 2023 -
Issued during the period -
Balance at 31 December 2023 -
Issued during the period 1,157,187,463
Balance at 31 March 2024 1,157,187,463
On 5 March 2024, each of the existing ordinary shares of 1p each in capital of
the Company was sub-divided and re-classified into 0.1p New Ordinary Share and
0.9p Deferred A Share. The deferred A shares do not entitle the holders
thereof to receive notice of or attend and vote at any general meeting of the
Company or to receive dividends or other distributions or to participate in
any return on capital on a winding up unless the assets of the Company are in
excess of £100,000,000. The Company retains the right to purchase the
deferred shares from any shareholder for a consideration of one pound in
aggregate for all that shareholder's deferred shares.
6. Share based payments
During the Period, no options were granted (Q1 2023: Nil; year ended 31
December 2023: 12,250,000). The options outstanding as at 31 March 2024 have
an exercise price in the range of 1.00 pence to 5.25 pence (31 December 2023:
1.00 pence to 7.35 pence) and a weighted average remaining contractual life of
7 years, 21 days (31 December 2023: 5 years, 294 days).
The share-based payment expense for the options for the period ended 31 March
2024 was £10,153 (Q1 2023: £80,723; year ended 31 December 2023: £387,668).
The fair value of share options granted and outstanding were measured using
the Black-Scholes model, with the following inputs:
2023 2022 2022 2019
Fair value at grant date 0.52p 3.59p 3.59p 1.15p
Share price 1.68p 4.00p 4.00p 5.65p
Exercise price 2.06p 1.00p 1.00p 7.35p
Expected volatility 55.2% 100.0% 100.0% 51.89%
Expected option life 2.5 years 6 years 6 years 2 years
Contractual option life 5 years 10 years 10 years 10 years
Risk free interest rate 4.800% 4.520% 4.520% 0.718%
Reconciliation of options in issue Number Weighted average exercise price(£'s)
Outstanding at 1 January 2023 32,500,000 0.055
Granted during the year 12,250,000 0.021
Outstanding at 31 December 2023 44,750,000 0.046
Exercisable at 31 December 2023 37,250,000 0.042
Reconciliation of options in issue Number Weighted average exercise price(£'s)
Outstanding at 1 January 2024 44,750,000 0.046
Lapsed during the period (9,250,000) (0.074)
Outstanding at 31 March 2024 35,500,000 0.039
Exercisable at 31 March 2024 28,000,000 0.031
No warrants were granted during the period (2023: Nil).
7. Intangible Assets: Group
Exploration assets Other intangible assets Total
£ £ £
Cost
As at 31 December 2023 (Audited) 14,797,833 75,493 14,873,326
As at 31 March 2024 (Unaudited) 14,477,496 148,104 14,625,600
Exploration costs (Unaudited) (Audited)
As at As at
31 March 31 December
2024 2023
£ £
Cost
Opening balance 14,797,833 13,002,465
Additions for the period/year 195,994 2,330,902
Foreign exchange movements (516,331) (185,376)
Impairment - (350,158)
Closing balance 14,477,496 14,797,833
The net book value of exploration costs is comprised of expenditure on the
following projects:
(Unaudited) (Audited)
As at As at
31 March 31 December
2024 2023
£ £
Project Country
Kallak Sweden 9,159,381 9,481,130
Pitkäjärvi Finland 1,655,395 1,667,854
Karhunmäki Finland 73,640 55,935
Rääpysjärvi Finland 173,388 174,060
Luopioinen Finland 4,908 4,812
Emas Finland 42,328 41,693
Mitrovica Kosovo 2,501,336 2,527,239
Viti Kosovo 675,928 680,331
Shala Kosovo 191,192 164,779
14,477,496 14,797,833
Total Group exploration costs of £14,477,496 are currently carried at cost
in the financial statements. No impairment has been recognised during the
period (2023: £350,158 in projects Ågåsjiegge and Åtvidaberg).
Accounting estimates and judgements are continually evaluated and are based on
a number of factors, including expectations of future events that are believed
to be reasonable under the circumstances. Management is required to consider
whether there are events or changes in circumstances that indicate that the
carrying value of this asset may not be recoverable.
The most significant exploration asset within the Group is Kallak. The Company
applied for an Exploitation Concession for Kallak North in April 2013, and
this was finally awarded in March 2022.
Kallak is included in the condensed financial statements as at 31 March 2024
as an intangible exploration licence with a carrying value of £9,159,381 (31
December 2023: £9,481,130). Given the Exploitation Concession was awarded,
Management have considered that there is no current risk associated with
Kallak and thus have not impaired the project.
Other intangible assets (Unaudited) (Audited)
As at As at
31 March 31 December
2024 2023
£ £
Cost
At 1 January 75,493 -
Additions for the period/year 73,874 75,779
Foreign exchange movements (1,263) (286)
Total 148,104 75,493
Other intangible assets capitalised are development costs incurred following
the feasibility of GAMP project. This development has attained a stage where
it satisfies the requirements of IAS 38 to be recognised as an intangible
asset whereby it has the potential to be completed and used, provide future
economic benefits, whereby its costs can be measured reliably and there is the
intention and ability to complete. The development costs will be held at cost
less impairment until the completion of the GAMP project at which stage they
will be transferred to the value of the Plant.
8. Borrowings
(Unaudited) (Audited)
As at As at
31 March 31 December
2024 2023
£ £
Opening balance - 1,845,947
Funds advanced 723,881 -
Finance costs 32,400 195,304
Effect of FX (19,424) (2,818)
Funds repaid - (2,038,433)
736,857 -
On 14 February 2024, the Company secured a Bridging loan from Nordic investors
of SEK 10.0 million (approximately £0.76 million). The Loan had a fixed
interest rate of 1.5 per cent per stated 30-day period during the duration.
Accrued interest was compounding. The Loan had a commitment fee of 5.0 per
cent and a Maturity Date of 31 May 2024.
9. Post balance sheet events
On 3 April 2024, the Company announced the completion of the capital raise
with a total of £4.3 million (SEK 56.3 million) gross raised to fund the
development of the Company's assets through their next key valuation
milestones. The net funds raised after the loan repayment and share issue
transaction costs are £3.0 million.
On 9 April 2024, the Company announced the completion of consolidation of 100
per cent ownership of Vardar Minerals Ltd from the previously-held 61.1 per
cent interest through the issue of 52,326,761 Ordinary share in the Company.
The new shares are subject to a 12-month lock-in agreement from the 8 April
2024 and will be issued at the same time as shares issued in connection with
the proposed capital raise.
On 18 April 2024, the Company made an award of options for a total of
128,000,000 ordinary shares of 0.1 pence each in the capital of the Company,
representing approximately 6.6 per cent of the existing issued share capital.
Following the award of the options, there will be 158,500,000 ordinary shares
of 0.1 pence each of the Company under option to directors, senior management,
and employees of the Company, representing 8.2 per cent of the existing issued
share capital of the Company. The options are exercisable at a price of 0.75
pence per share, vest over three years, in three equal proportions, a third on
each subsequent anniversary of the date of grant, and are valid for 10 years
from the date of grant.
10. Availability of interim report
A copy of these results will be made available for inspection at the Company's
registered office during normal business hours on any weekday. The Company's
registered office is at 207 Temple Chambers, 3-7 Temple Avenue, London, EC4Y
0DT. A copy can also be downloaded from the Company's website at
www.beowulfmining.com. Beowulf Mining plc is registered in England and Wales
with registered number 02330496.
** Ends **
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