Bluebird Mining Ventures Limited
Annual Financial Report
2024
Bluebird Mining Ventures Ltd
Annual Financial Report 2024
1
GROUP INFORMATION
Directors Jonathan Morley-Kirk
Non-Executive Chairman
Aidan Bishop Executive Director
Registered
Office
Harney Westwood & Riegels
Craigmuir Chambers
PO Box 71, Road Town
Tortola VG1110
British Virgin Islands
Auditor PKF Littlejohn LLP
15 Westferry Circus
London E14 4HD
UK
Lawyers Legal Insight LLC
401, Nonhyeon-dong, M building
612 Nonhyeon-ro
Gangnam-gu, Seoul
South Korea
Registrars Computershare Investor Services (BVI) Limited
Woodbourne Hall, Road Town
Tortola
British Virgin Islands
Depositary Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS13 8AE
UK
Bluebird Mining Ventures Ltd
Annual Financial Report 2024
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CONTENTS
1. Chairman’s Report
3
2. Interim Chief Executive’s Comment
4
3. Directors’ Report 5
4. Environment, Social and Governance Statement 12
5. Strategic Report
5.1 Business Model and Strategy 15
5.2 South Korea Gold Projects 15
5.3 Philippines – Batangas Gold Project 16
5.4 Funding 18
6. Financial Statements
6.1 Independent Auditor’s Report to the Members of the Company 19
6.2 Consolidated Statement of Comprehensive Income 24
6.3 Consolidated Statement of Financial Position 25
6.4 Consolidated Statement of Changes in Equity 26
6.5 Consolidated Cash Flow Statement 27
6.6 Notes to the Financial Statements 28
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Annual Financial Report 2024
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1. CHAIRMAN’S REPORT
The asset base of Bluebird Mining Ventures remains exciting and with the various government
permissions that are required they each hold the promise of unlocking value for shareholders. Gaining
the required permissions is challenging in any jurisdiction and is subject to rigorous regulatory
processes that evaluate both technical and environmental standards.
Our focus continues to be on advancing the development of our high-grade precious metal projects,
which consists of the Kochang Gold and Silver Mine (Kochang) and Gubong Gold Mine (Gubong) in
South Korea, and the Batangas Gold Project (Batangas) in the Philippines.
Our objective of creating long term value for shareholders by bringing our projects into production
remains the core proposition of the Board. Whilst progress has been frustratingly slow in South Korea
the Philippines has made more progress as the Group seeks to gain a further two-year extension of
the exploration period within the context of the twenty-five year mining license. This extension once
granted will allow the completion of the required technical and environmental studies as part of the
process to secure the two remaining permissions to allow for construction to commence. Our local
partners are proving to be invaluable in seeking these permissions.
With an optimal structure in place, we believe we can develop the assets and drive value for
shareholders. I would like to thank you for your patience but can assure you we have been doing all
we can to make progress. The in-ground value of the portfolio remains constant and something we
remain focussed on realising. The Board believes the sum of the parts are not reflected in the share
price; despite the delays we have experienced in South Korea.
On a macro scale, the gold price environment is also positive, with many commentators highlighting
that geopolitical uncertainty and ever-increasing government debt is underpinning the long-term
fundamentals for gold as an asset class. Worth noting is that the current gold price of over USD 3,000
per oz is a significant premium to what the gold price was when preliminary economic analysis was
undertaken for our projects.
The Company has undergone significant changes to its Board during the period. In July both Charles
Barclay and Clive Sinclair-Poulton stepped down from the Board and Colin Patterson moved to Non-
Executive Director. Subsequently after the period, Colin stepped down from the Board after the period
for family related reasons and Aidan Bishop became Interim CEO. I would like to thank Colin who has
been an invaluable part of the team and has invested considerably over the years, and on behalf of
the Board, I wish him well. I am pleased that he continues to be a supportive shareholder.
Furthermore, I would like to thank both Charles and Clive for their contribution in the development of
the Company and wish them both well in their retirement. The Company is currently actively seeking
to recruit an additional member to the Board as well as a CEO with the appropriate technical and
industry expertise.
Jonathan Morley-Kirk
Chairman
29 April 2025
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2. INTERIM CHIEF EXECUTIVE’S COMMENT
With many of the general operations and corporate issues covered in the Chairman’s report, I want to
take this opportunity to draw to shareholders attention the Batangas project, being the first project in
the portfolio when the Company listed in 2016.
Shortly after listing the development of the Batangas project was put on hold due to a change in
Government in the Philippines with the investment in the project being written down to USD Nil in
2019. This project has since “come back to life” largely due to the fact that when the government
changed in 2022 a far more supportive approach was taken towards the mining industry as a whole.
The entire Batangas project area has a total JORC compliant resource of 440,000 ounces, including a
maiden ore reserve of 128,000 ounces (including silver credits). The high-grade Lobo area is now the
focus due to its abundance of data, high prospectivity and two 25-year Mineral Production Sharing
Agreements.
Lobo has an initial Probable JORC Compliant Ore Reserves of 171,000 tons at 6.6 g/t for 36,000 ounces
of gold excluding silver credits based primarily on the Southwest Breccia area of the licences, which
can be mined in the first 18 months of any operation. There is an Indicated resource of 82,000 oz au
that is perceived as easily convertible.
Our local partner has commenced the technical and environmental work that is required for the
remaining two permissions that will enable the project to move into production. Once the renewal of
the two-year period is granted it is expected that this work will be completed during this period. Once
the remaining permissions have been granted, Batangas then has “the green light” to go into
production. The Directors have thought it prudent that Batangas remain impaired to reflect the
historical challenges with permitting and the requirement for the key permissions to enable the
project to enter the construction phase. The Board will reconsider this position upon the key
permissions being granted.
Moving beyond exploration to production is a lengthy phase for any mining project. In South Korea
the Company has underestimated the timeline at its projects. That being said, both Gubong and
Kochang have granted ‘Mining Rights’ and maintain significant value. The Board remains optimistic to
be able to advance these projects this year.
The Group is fortunate that it benefits from a small cash burn. In October 2024 the Company
announced raising GBP 350,000 through equity and debt funding. The debt funding portion of this
funding is provided to the Company monthly and provides adequate funding for the Company until Q4
2025.
I would like to thank shareholders for their continuing endurance as we seek to progress towards gold
production. I would like to close with the comments of Colin Patterson who stated that "I still firmly
believe that the projects are excellent and at today's gold price would be hugely profitable when given
the opportunity to develop them." To this end, I echo Colin’s sentiments and hope that 2025 becomes
the year where value can be finally unlocked for all shareholders.
We look forward to updating shareholders on our progress as the year advances.
Aidan Bishop
Interim Chief Executive Officer
29 April 2025
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3. DIRECTORS’ REPORT
The Directors present their report together with the audited financial statements of the Group for the
year ended 31 December 2024.
The Company
Islands.
The Company’s principal activity is to bring old gold mines back to life by using the management team’s
global experience in re-opening old mines to unlock hidden value.
The Company’s Ordinary Shares were admitted to listing on the London Stock Exchange in 2016, on
the Official List pursuant to Chapters 14 of the Listing Rules, which sets out the requirements for the
Standard Listing segment of the Main Market of the London Stock Exchange.
The Group
The Group consists of the companies and ownership structure as outlined in note 24 of the audited
financial statements.
Results and Dividends
The Group has set out its results in the audited financial statements, and notes, and these show a loss
of USD 897,558 for the year (year to 31 December 2023 showed a show a loss of USD 253,524 for the
year).
The Directors do not recommend the payment of a dividend for the year ended 31 December 2024
(2023: Nil).
Future Developments
The Group’s future developments are outlined in the Strategic Report section.
Principal Risks and Uncertainties
The Group operates in an uncertain environment and is subject to a number of risk factors. The
Directors consider the following risk factors to be of particular relevance to the Group’s activities
although it should be noted that this list is not exhaustive and that other risk factors not presently
known or currently deemed immaterial may apply.
Detailed Development, Mining and other risks for the South Korean projects are detailed from page
25 of the June 2019 Prospectus (refer https://www.rns-pdf.londonstockexchange.com/rns/1703C_1-
2019-6-13.pdf).
South Korea Projects
Whilst the Group has received mining rights to mine Gubong and Kochang, it requires further permits
to allow development and mining. Mountain Temporary Use Permits (MTUPs) are required in order
to undertake certain work and development in specific land areas classified as ‘mountains’. The
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Annual Financial Report 2024
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Company is undergoing a process with the Board of Audit and Inspection with regards to the MTUP at
Kochang. Whilst the Company is expectant that the MTUPs will be granted, there can be no guarantee
that they will. Should the MTUPs not be granted then the Group can simply reapply in the same (or a
different) area as well as having various legal remedies that it can pursue but the outcome cannot be
guaranteed.
Batangas Project
The Group has entered into an agreement with a local Philippine company, with a view to rework the
mine plan with the potential for underground mining and to secure the key permissions necessary to
enable production. Whilst there is renewed optimism around mining in the Philippines there can be
no guarantee that the permissions will be received. The Group has applied for a renewal of the two-
year exploration period within the context of the Mineral Production Sharing Agreement (MPSA). The
local partner is committed to progress the various work streams at their expense to complete technical
work to apply for the key permissions during 2025. Should the permissions, which are critical for the
project’s value to be realised, not be received the Company will review appeal options and legal
remedies with its local partner.
Key Personnel
The Group has a small team and the loss of key personnel could negatively impact the Group and cause
further delays in progressing the projects. The Group is working with its joint venture (JV) partners to
progress the projects and will recruit key personnel to support the process as agreed when required.
Inflation/High Energy Costs
High energy costs and/or high inflation could impact on future production costs and thus profitability
of the South Korean projects and any future projects. The Group will mitigate this risk through
continuing to actively monitor cash flows and ensure that only value adding expenditure is incurred.
Gold Price
Mining projects rely on being able to operate where the cost of extraction and processing of ore is less
than the gold price. Although the project economics in South Korea and Batangas are expected to
achieve significant profit margin any significant fall in the gold price may negatively impact the project.
The Group will look to mitigate any potential downside through a review of hedging options once the
projects are in production.
Funding Risk
The current loan funding is expected to support the Group’s working capital requirements until Q4
2025. Upon the loan maturing, should terms not be varied at the time, the Company would be required
to raise further capital to repay the loan. Thereafter, the Group will require a modest amount of
working capital to continue to meet ongoing commitments. Whilst the Directors are confident that
funding to repay the loan or further funding will be available when required, there can be no guarantee
of such – if this is not available when required, it could negatively impact the Group’s prospects in the
short term.
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Going Concern
The Directors continue to adopt the going concern basis of accounting in preparing the financial
statements but note that the auditors make reference to going concern by way of a material
uncertainty over the ability of the Company and the Group to fund the recurring and projected
expenditure (refer note 2 of the audited financial statements).
Key Performance Indicators
Permit renewal and Completion of Work Program at Batangas
Achieving the renewal of the two-year exploration period of the MPSA and completion of the work
program at Batangas by the local joint venture partner.
Permitting in South Korea
Gubong was granted a Mining Right on 02 September 2009 until 01 September 2029 that subject to
further permits (including the MTUP) allows for mining to take place. Gubong was granted a ‘Permit
to Develop’ on 7 November 2019 whereby Commercial Operation or a Qualifying Investment must be
achieved within three years. At the end of the three-year period the Company was required to
demonstrate its compliance to the licence terms to receive a further three-year period. Gubong was
granted a one-year extension to this period on 15 March 2023. Subsequently, the Qualifying
Investment has been made and a further three-year period granted to achieve Commercial Operations
or a further Qualifying Investment. The Mining Right can be extended for a further 20-year period
upon expiration should either Commercial Operations have begun, or where Qualifying Investments
have been made.
Kochang was granted a Mining Right on 02 September 2009 until 01 September 2029 that subject to
further permits (including the MTUP) allows for mining to take place. Kochang was granted a ‘Permit
to Develop’ on 06 December 2019 whereby Commercial Operation or a Qualifying Investment must
be achieved within three years. At the end of the three-year period the Company must demonstrate
to the relevant authorities its compliance to the licence terms over the period. Kochang was granted
an extension to this period on 18 April 2023 and instructed to inform authorities at the conclusion of
the process with the Board of Audit and Inspection. The Mining Right can be extended for a further
20-year period upon expiration should either Commercial Operations have begun, or Qualifying
Investments have been made.
Whilst progressing the MTUP application to a successful conclusion at Kochang was not achieved in
the year ended 31 December 2024, the Directors remain optimistic that the MTUP will ultimately be
granted. In the event that the process being undertaken by the Board of Audit and Inspection is not
successful then the Group can resort to other legal remedies or it can simply make a fresh application
over the same area of land or a new application over a different land area.
Upon being granted a further period to the ‘Permit to Develop’ at Gubong and Kochang, the Group
can elect to undertake certain exploration, environmental and feasibility work if it desires which is not
dependent upon an MTUP.
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Company Directors
Position Appointed Resigned
Audit
Committee
Remuneration
Committee
Health &
Safety
Committee
J. Morley-Kirk Non-Exec.
Chairman
Mar-14 - Chair Member Member
A. Bishop Executive Mar-14 - - - -
C. Sinclair-Poulton Non-Exec.
Director
Sep-15 Jun-24 - - -
C. Barclay Executive Mar-17 Jun-24 - - -
C. Patterson Non-Exec.
Director*
Sep-15 Feb-25 Member Chair Chair
* Board restructure announced in Jul-24
Separate Board Committees are suspended at the date of this Report and will be re-established as new
directors are appointed.
Shareholdings held by Directors and other Persons Discharging Managerial Responsibilities (PDMR)
are outlined in note 20 of the audited financial statements.
Auditors
The Board appointed PKF Littlejohn LLP as auditors of the Company in August 2020. They have
expressed their willingness to continue in office and a resolution to reappoint them will be proposed
at the Annual General Meeting.
Internal Control
The Directors acknowledge they are responsible for the Group’s system of internal control and for
reviewing the effectiveness of these systems. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of the Group failing to achieve its
strategic objectives. It should be recognised that such systems can only provide reasonable and not
absolute assurance against material misstatement or loss.
The Group has well established procedures which are considered adequate given the size and stage of
the business.
The Group is at an early stage in its development and directors and senior management are involved
directly in approving all significant investment and expenditure decisions across the Group.
Audit Committee
The Audit Committee is responsible for ensuring that the financial performance of the Group is
properly monitored and reported upon and that any such reports are understood by the Board. The
Committee meets formally at least twice each year.
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Health, Safety and Environment Committee
The Group is committed to providing a safe, healthy and sustainable environment for all its employees,
contractors, visitors and neighbours. The Group strives actively to identify and manage the potential
direct and indirect effects of all its activities and reviews this at Board level through its HS&E
Committee.
Remuneration Committee
The remuneration of the Executive Directors is fixed by the Remuneration Committee. The
Remuneration Committee is responsible for reviewing and determining the Group policy on executive
remuneration and the allocation of long-term incentives to executives and employees. The
remuneration of Non-Executive Directors is determined by the Board. In setting remuneration levels,
the Group seeks to provide appropriate reward for the skill and time commitment required to retain
the right caliber of Director at an appropriate cost to the Group.
The remuneration paid to, or receivable by, Directors in respect of 2024 and 2023 in relation to the
period of their appointment as Director are:
Payable in Cash (USD) Payable in Equity (USD)
in the year
to 31-Dec-24
in the year
to 31-Dec-23
(re-stated)
in the year
to 31-Dec-24
in the year
to 31-Dec-23
(re-stated)
Executive Directors
A. Bishop* 63,771 47,351 34,273 38,570
C. Barclay ** - 6,175 6,237 3,687
Non-Executive Directors
J. Morley-Kirk
8,831 - 26,326 34,193
C. Patterson*/***
C. Sinclair-Poulton*/**
7,707 5,000 16,654 57,941
- - 18,756 24,619
Total 80,309 58,526 102,246 159,010
* Equity is issued to an associated party ** Resigned Jun-24 *** Board restructure announced in Jul-24
All Directors’ remuneration relates to short-term employee benefits. Amounts due to December 2023
were largely converted to equity in the October 2024 share issuance. The 31 December 2023 numbers
are restated to reflect the issuance.
Share Capital
At 31 December 2024 the issued share capital of the Company stood at 767,096,747 – with 54,321,705
new shares having been issued during the year (as outlined in note 20 of the audited financial
statements).
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Substantial Shareholders
Substantial shareholders are outlined in note 20 of the audited financial statements.
Director and PDMR shareholdings are outlined in note 20 of the audited financial statements.
Employees
The Group has a policy of equal opportunities throughout the organisation. Employees benefit from
regular communication both informally and formally regarding Company issues.
Directors Indemnity Insurance
The Company has purchased Directors and Officers insurance cover on behalf of the Directors
indemnifying them against certain liabilities which may be incurred by them in relation to the Group.
Events after the Reporting Date
The events after 31 December 2024 are detailed in note 23 of the audited financial statements.
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable laws and regulations. The Directors have prepared the financial statements
for each financial period which present fairly the state of affairs of the Group and the profit or loss of
the Group for that period.
The Directors have chosen to use the UK-adopted International Accounting Standards (UK-adopted
IAS) in preparing the Group’s financial statements.
International Accounting Standard 1 requires that financial statements present fairly for each financial
period the company’s financial position, financial performance and cash flows. This requires the
faithful presentation of the effects of transactions, other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities, income and expenses set out in the
International Accounting Standards Board’s “Framework for the preparation and presentation of
financial statements”. In virtually all circumstances, a fair presentation will be achieved by compliance
with all applicable International Financial Reporting Standards.
A fair presentation also requires the Directors to:
• select consistently and apply appropriate accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
• make judgements and accounting estimates that are reasonable and prudent;
• provide additional disclosures when compliance with the specific requirements in UK-adopted IAS
is insufficient to enable users to understand the impact of particular transactions, other events and
conditions on the entity’s financial position and financial performance;
• state that the Group has complied with UK-adopted IAS, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the company will continue in business.
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The Directors are also required to prepare financial statements in accordance with the rules of the
London Stock Exchange for companies trading securities on the Stock Exchange.
The Directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Group, for safeguarding the assets, for taking
reasonable steps for the prevention and detection of fraud and other irregularities and for the
preparation of financial statements.
Financial information is published on the Group’s website (refer https://bluebirdmv.com/investors/
corporate-documents/). The maintenance and integrity of this website is the responsibility of the
Directors; the work carried out by the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes that may occur to the financial
statements after they are presented initially on the website.
Legislation in the British Virgin Islands governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ Responsibilities Pursuant to DTR4
In compliance with the Listing Rules of the London Stock Exchange, the Directors confirm to the best
of their knowledge:
• The Group financial statements have been prepared in accordance with UK-adopted IAS and give a
true and fair view of the assets, liabilities, financial position and profit and loss of the Group.
• The annual report includes a fair review of the development and performance of the business and
the financial position of the Group, together with a description of the principal risks and
uncertainties that they face
.
• The Group has not met the requirements of LR14.3.33 as it does not, for the year ended 31
December 2024, have 40% of its Board being women, at least one member being from a minority
ethnic group or at least one woman in a nominated senior role within the Group. This is due to the
lack of diversity in the mining industry and size of the Group. The Company will monitor its
recruitment and hiring procedures in this regard as the Company progresses.
This Report was approved by the Board of Directors on 29 April 2025 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
29 April 2025
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4. ENVIRONMENT, SOCIAL AND GOVERNANCE STATEMENT
Overview
The Board of Directors is committed to working with its joint venture partners, who are the project
operators, to produce gold with a leading Environment, Social and Governance approach embedded
throughout the process, from sustainable extraction and safe, clean water and waste disposal to
enhancing the opportunities for the communities in which we operate.
The Group believes that the environmental impact associated with its activities are minimised, ensures
that, in compliance with applicable legislation and in consultation with its joint venture partners,
proper environmental stewardship is undertaken on its projects, that the Group works with its joint
venture partners to develop environmental management plans prior to commencing production and
will ensure that mining areas are properly maintained and rehabilitated.
As the projects moves to production, the majority of the production and support teams will be
employed from the local community and will be provided with learning and training opportunities to
ensure that value is provided to the local community. Further, the Group will continue work with its
joint venture partners to treat our team members, contractors and advisors fairly, with respect and to
ensure that the projects comply with labour legislation where it operates and will aim to play a positive
social role in all the locations we operate in and will provide a safe and secure operational environment
for all those who work with the Group.
Climate-Related Financial Disclosures (TCFD)
TCFD is primarily designed to protect shareholders from the impacts of climate change by ensuring
companies disclose key information within these areas and communicate how the Group is addressing
and assessing climate-related risks and opportunities as part of their resilience and risk assessment
processes.
Under the Listing Rules compliance TCFD is required for all listed companies on a comply or disclose
basis. The 4 key pillars of the TCFD recommendations are:
• Governance – disclose the organisation’s governance around climate-related risks and
opportunities.
• Strategy – disclose the actual and potential impacts of climate-related risks and opportunities on
the organisation’s businesses, strategy, and financial planning where such information is material.
• Risk Management – disclose how the organisation identifies, assesses, and manages climate-
related risks.
• Metrics and Targets – disclose the metrics and targets used to assess and manage relevant climate-
related risks and opportunities where such information is material.
Governance, Strategy, Risk Management, Metrics and Targets
For the period ended 31 December 2024 the Group is not compliant with the TCFD recommendations.
The following table includes the Group’s TCFD disclosures and provides the Board’s commitments to
move the Group towards full compliance.
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Governance
Board Oversight The Board of Directors oversees climate-related risks and
opportunities, ensuring alignment with the company’s strategic
objectives.
A climate risk committee will be implemented when deemed
necessary – most likely as the Company’s projects enter
production phases.
Management’s Role Senior management is responsible for assessing and managing
climate-related risks, integrating them into the company’s risk
management framework.
Strategy
Climate-Related Risks and
Opportunities
Although the Company is not currently operational, it recognises
potential future climate-related risks such as regulatory changes,
market shifts, and physical impacts on future sites.
The Board of Directors are aware of the move towards Net Zero
in some of the jurisdictions it operates in and will review how
operations can assist with this.
Scenario Analysis The Company will conduct scenario analysis to understand the
potential impacts of different climate scenarios on its future
operations and strategy as it moves towards production.
Risk Management
Risk Identification and
Assessment
Even in the absence of current operations, the Company
identifies and assesses climate-related risks as part of its overall
risk management process.
The Board of Directors notes that water supply, waste
management and the need to utilise alternative energy sources
(eg, solar) are the primary climate-related risks it will incur as it
moves into production and will ensure that the Company
effectively manages its water usage, mitigates against loss of
water and ensures the effective treatment of hazardous waste.
Risk Integration Climate-related risks are integrated into the Company’s broader
risk management framework, ensuring preparedness for future
operational phases and will be effectively monitored by the
Company’s Health & Safety Committee.
Metrics and Targets
Emissions Tracking The Company’s greenhouse gas (GHG) emissions are currently
low due to the nature of operations.
During the period, the main GHG emitters were domestic and
international travel and office and accommodation energy
usage. Energy usage was below 40,000 kWh and as a result
complete Scope 1, 2 and 3 GHG data was not collected.
Future Targets The Company will implement improved GHG data collection
methodology during the 2025 period although it expects GHG
emissions and energy usage to remain low until production is
commenced.
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Streamlined Energy and Carbon Reporting (SECR)
SECR disclosure requires listed companies to disclose their greenhouse gases emissions, CO2 and
energy usage, where an estimation of GHG emissions is based on:
• fuel consumption (journey distance in miles for international air travel, domestic air and land
travel);
• energy use at the Company’s offices and mining locations – including accommodation and the 2
vehicles held in South Korea; and
• other significant GHG emissions related to contractor activity, which include the environmental and
drilling work undertaken in the Philippines.
The SECR initiative requires the Board of Directors to report energy use that is used to calculate the
GHG emissions in kilowatt hours (kWh). However, as the Group does not exceed the 40,000 kilowatt-
hours (kWh) of energy consumed in the period it is presently exempt from the SECR reporting
requirements.
The Group will work to minimise its contribution to GHG and will maintain this focus in all future
operations. The Group will publish GHG and energy emissions data in line with the SECR regulations
as its projects develop.
Corporate Governance
The Company is incorporated in the British Virgin Islands (BVI). Whilst the Company is not required to
comply with the provisions of the UK Corporate Governance Code, the Directors have responsibility
for the overall corporate governance of the Company and are committed to the principles underlying
best practice in corporate governance and have regard to certain principles outlined in the UK
Corporate Governance Code to the extent they considered appropriate for the Company given its size,
early stage of operations and complexities.
The Board of Directors ensure that a sound corporate governance policy, involving a transparent set
of procedures, is embraced to ensure that the needs of all the Company’s stakeholders, internal and
external, are taken into account.
This Report was approved by the Board of Directors on 29 April 2025 and is signed on its behalf.
By Order of the Board
Aidan Bishop
Interim Chief Executive Officer
29 April 2025
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5. STRATEGIC REPORT
The Directors have voluntarily disclosed the Strategic Report for the year ended 31 December 2024
although it is not required under BVI regulations.
5.1 Business Model and Strategy
The Group is a project developer and targets Asian mining projects that may be brought into
production within 24 to 30 months of funding and the securing of all mining permits. Many
opportunities are presented in the form of old underground gold mines which can be re-opened, a
process with which the Group’s Management team has substantial experience (refer
https://bluebirdmv.com/corporate/).
Such projects offer significant advantages over “normal greenfield” exploration projects in that:
• they cut out the major exploration costs;
• the economics in terms of gold price at closure are known;
• past production in the form of tonnes and grade are known;
• to a large extent the existing development needs refurbishment which is far cheaper than new
development; and
• the overall cost to reopen is far cheaper per ounce than new ounces at the same grade of a new
mine.
5.2 South Korea Gold Projects
South Korea is a modern, industrialised economy, a representative democracy and has substantial
infrastructure advantages, in many respects, superior to western jurisdictions. South Korea is an
investment-grade country with Moodys and Standard & Poors ratings of Aa2 and AA respectively
(2023, Aa3 and AA-).
The Gubong Project
Gubong was South Korea’s second largest gold producer historically and the largest during 1930-1943,
during the Japanese occupation. It still retains substantial remnant ore between mined blocks and
excellent exploration potential. Mine data indicates good potential for mine re-commissioning and the
possibility of relatively early cash flow.
There is a dearth of information considering the age of the mine and there is anecdotal evidence that
the information relating to gold production is understated as there was little government control over
the Japanese mining companies.
The Korean Resources Corporation (KORES) estimate of remaining resources at Gubong is 2.34M
tonnes at 7.34g/t. There are no declared JORC resource estimates currently at Gubong.
The immediate Gubong project area hosts five historical underground mines with the largest being the
Gubong mine which exploited high grade quartz veins hosted in gneissic granite and mined to a vertical
depth of approximately 500 metres.
Historic underground sampling results of the deeper levels of Vein 6, the main vein exploited at
Gubong, gives an arithmetic uncut average of 30.6 g/t gold from 146 values. Exploratory core drilling
below the now abandoned mine workings from one of five holes returned 27.9 g/t gold and 25 g/t
Bluebird Mining Ventures Ltd
Annual Financial Report 2024
16
silver over 1.6 metres downhole from 845.2 metres. This demonstration of the persistence with depth
of the most developed mineralised structure supports the prospectivity of the property for auriferous
shoots with considerable depth continuity.
Interestingly, Vein 6 was found as a blind vein in the hanging wall during mine development work on
the other veins. This suggests substantial gold resources may be found in parallel vein systems that do
not outcrop in the area.
The Kochang Project
The Kochang Mine began operations in 1928 with production records starting in 1938 with the Nippon
Mining Co, which mined the project until 1942. Production restarted in 1961 and was fairly constant
until 1975.
The workings extend over 1.2-1.5 km (2.5 km including the silver shaft area) from south west to north
east and extend down dip to about 120 m below surface. The workings exploit 5-7 veins striking 050
o
with a dip of 50-70 north west. There seem to have been 4 shafts (north shaft, south shaft, main shaft
and silver shaft). The gold and silver mines have been worked as separate mines in the past but recent
work suggests that they are part of the same deposit and that resources may extend between them.
Following the last year of recorded production in 1975, exploratory level development was carried out
in 1981 and 1990. Korean underground plans dated 1990 show the results of the sampling of quartz
veins along portions of the gold mine at Kochang. In aggregate, a total of 104 underground samples
are depicted with gold results ranging from 0.4 g/t up to 102.6 g/t for sample widths ranging from 0.03
metres to 0.6 metres in thickness. The length weighted average value of all the underground samples
is 17.05 g/t gold over 0.2 metres. There are no declared JORC resource estimates currently at Kochang.
Of further interest is a particularly well mineralised 120 metre length of Vein 3 at the southern end of
the prospecting drive on 245RL which gave a length weighted average value of 57.27 g/t gold over a
0.29 metre width: indicating the presence of higher grade ore shoots at Kochang. Bonanza grades were
reportedly mined from upper levels of the north shaft vein.
In 1984, four inclined core holes were drilled at Kochang, but their coordinates are generally unknown.
Each hole intersected narrow quartz veins. Two of the holes were sampled for assay over intersections
of interest. One drill hole 84-2 was collared in a new deposit called the Sanpo Mine at 238 RL, azimuth
of 225 and dip 70. Of the nine results reported, Hole 84-2 gave two intersections above 1 g/t gold in
one hole. The intersections were 10.6 g/t gold and 12 g/t silver over 0.6 metres from 26.9 metres and
17.6 g/t gold and 4 g/t silver over 2.5 metres from 63.0 metres respectively. At 97.6 metres a 2.4m
vein gave trace gold and 1,763 g/t silver.
This drill hole opens up a “new” parallel mineralised structure of up to 2.5m wide to be explored and
the possibility of other as yet unknown structures related to the same hydrothermal fluid source and
regional structures.
5.3 Philippines – Batangas Gold Project
The Company acquired the project from ASX Listed Red Mountain Mining Limited in November 2016
based on the highlights of a Pre-Feasibility Study (PFS) published by Red Mountain Mining Limited that
declared a Maiden Ore Reserve of 128,000oz of gold (including silver credits) including 100,000oz of
high-grade gold at 4.2g/t.
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The acquisition cost allocated to the project was USD 2,137,855. The Batangas asset was fully impaired
in the period ended 31 December 2019 as the Directors had a significant level of uncertainty on
securing the permits due to the political sentiment in the Philippines at the time. The directors
considered it appropriate to write the investment in Batangas down to USD Nil in the financial
statements for the period ended 31 December 2019.
The Directors are pleased that commitment to a drilling program for the Batangas project has been
made and continued progress on community relationship and environmental requirements required
to confirm the MPSAs are being actioned by the Company’s local JV partner. The Directors note that
as work is on-going, it is prudent not to re-value the assets in the year ended 31 December 2024.
Progress will be reviewed on an on-going basis by the Board as the projects are further developed.
Batangas Gold Project Mineral Resource JORC 2012
Deposit
Resource
Classification
Tonnes Au g/t Au Oz Ag g/t Ag Oz
Kay Tanda West Indicated 1,421,000 2.1 96,000 9.2 421,000
Inferred 229,000 2.3 17,000 2.1 15,000
Total 1,650,000 2.1 113,000 11.3 436,000
Kay Tanda Main Indicated 1,161,000 1.9 70,000 1.4 50,000
Inferred 2,775,000 2.0 180,000 1.2 109,000
Total 3,936,000 2.0 250,000 2.6 159,000
Archangel MPSA Total 5,586,000 2.0 363,000 5.3 595,000
South West Breccia Indicated 214,000 6.4 44,000 1.8 12,600
Inferred 7,000 2.3 1,000 1.9 400
Total 221,000 6.3 45,000 1.8 13,000
Japanese Tunnel Indicated 26,000 3.3 3,000 5.9 5,000
Inferred 7,000 2.3 1,000 5.7 1,000
Total 33,000 3.0 4,000 5.9 6,000
West Drift (> 2g/t) Indicated 145,000 4.2 14,000 4.7 22,000
Inferred 205,000 2.4 19,000 4.3 28,000
Total 350,000 3.0 33,000 4.5 50,000
Lobo MPSA Total 604,000 4.2 82,000 3.07 69,000
Batangas Gold Project Indicated 2,968,000 2.4 227,000 5.4 511,000
Inferred 3,222,000 2.1 218,000 1.5 154,000
Total 6,190,000 2.2 445,000 3.5 665,000
Batangas Gold Project Ore Reserves JORC 2012
Deposit
Ore
Reserve
Category
Tonnes
Au
g/t
Au Oz Ag g/t Ag Oz
Au Eq
g/t
Au Eq
Oz
Archangel
MPSA
Probable 1,225,000 2.1 86,000 10.0 403,000 2.3 91,000
Lobo MPSA Probable 186,000 6.2 37,000 2.2 13,000 6.2 37,000
Total Batangas
Project
Probable 1,411,000 2.6 123,000 9.0 416,000 2.4 128,000
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The Pre-Feasibility Study was announced by Red Mountain Mining Limited (refer:
https://www.rscmme.com/report/Red_Mountain_Mining_Ltd_Batangas__15-6-2016).
5.4 Funding
The Group funded its activities during the period by a short-term loan of GBP 100,000 entered into in
June 2024, with a balance of GBP 60,000 at 31 December 2024 after settlement by equity of GBP
50,000 in the period; and a share placing of GBP 62,000 received and short-term loans of GBP 288,000
entered into in October 2024. The loans are due for repayment in December 2025 and the Directors
note that additional funding is required to meet the Company’s going concern requirements. Whilst
the Directors are confident that further funding will be available when required, there can be no
guarantee of such – if this is not available when required, it could negatively impact the Group’s
prospects in the short term.
The Directors note that the auditors make reference to going concern by way of a material uncertainty
over the ability of the Company and the Group to fund the recurring and projected expenditure (refer
note 2 of the audited financial statements).
This Strategic Report was approved by the Board of Directors on 29 April 2025 and is signed on its
behalf.
By Order of the Board
Jonathan Morley-Kirk
Chairman
29 April 2025
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19
6 FINANCIAL STATEMENTS
6.1 Independent Auditor’s Report to the Members of the Company
Opinion
We have audited the financial statements of Bluebird Mining Ventures Ltd (the ‘group’) for the year
ended 31 December 2024 which comprise Consolidated Income Statement, the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the
Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and notes to the
financial statements, including significant accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and UK-adopted International Accounting
Standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the group’s affairs as at 31 December 2024 and of its loss
for the year then ended; and
• have been properly prepared in accordance with UK-adopted International Accounting Standards.
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 are independent of
the group 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. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that as stated in note Group
incurred a loss of $897,558 in the year ended 31 December 2024, as of that date the Group’s current
liabilities exceeded its current assets by $980,430 and the Group will be required to raise further
finance, equity and/or debt, in order to fund its forecasted expenditure over the next twelve months.
These events or conditions, along with the other matters as set forth in note 2, indicate that a material
uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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. Our evaluation of
the directors’ assessment of the group’s ability to continue to adopt the going concern basis of
accounting included stress testing forecasts and ascertaining the Group’s current financial position
and discussing their strategies regarding future fund raises.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report
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Our application of materiality
The scope of our audit was influenced by our application of materiality. The quantitative and
qualitative thresholds for materiality determine the scope of our audit and the nature, timing and
extent of our audit procedures. Materiality for the consolidated financial statements was set as
$399,000 (2023: $400,000) based upon 2% of gross assets (2023: 2% of gross assets). Materiality has
been based upon gross assets due to the significant value of the Consolidated Statement of Financial
Position and the number of identified risks in relation to the Consolidated Statement of Financial
Position relative to the Consolidated Statement of Comprehensive Income. Performance materiality
and the triviality threshold for the consolidated financial statements was set at $270,000 (2023:
$300,000) and $19,000 (2023: $20,000) respectively due to our accumulated knowledge of the Group,
the number of significant risks identified and their assessed risk. We also agreed to report to the Audit
Committee any other differences below that threshold that we believe warranted reporting on
qualitative grounds.
Our approach to the audit
In designing our audit, we determined materiality and assessed the risks of material misstatement in
the financial statements. In particular we looked at areas involving significant accounting estimates
and judgements by the directors and considered future events that are inherently uncertain, such as
the recoverable value of the mines under development asset. We also addressed the risk of
management override of internal controls, including among other matters consideration of whether
there was evidence of bias that represented a risk of material misstatement due to fraud.
A full scope audit was performed on the complete financial information of all significant components
of the Group.
Of the seven reporting components of the Group, one is located in the British Virgin Islands and two
in each of South Korea, Philippines and Singapore. PKF Littlejohn LLP audited the ultimate parent
company, situated in the British Virgin Islands, and all other reporting components. The Engagement
Partner conducted audit work in the United Kingdom but interacted regularly with the management
team in the Philippines during all stages of the audit and was responsible for the scope and direction
of the audit process. This, in conjunction with additional procedures performed, gave us appropriate
evidence for our opinion on the Group financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current period and include the most significant assessed
risks of material misstatement (whether or not due to fraud) we identified, including those which had
the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the 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.
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Key Audit Matter How our scope addressed this matter
Carrying value of mines under development
As at 31 December 2024, the carrying value
of mines under development was $19,816k
(Note 12). This asset arose from the
acquisition of the previous joint venture
companies, Gubong and Kochang in 2021.
Given the value of asset, the fact that the group
have yet to enter into production and the
significant estimation and judgement required
to be made by management when conducting
their impairment assessment, there is a risk
that this asset may be materially impaired.
Our work included but was not limited to:
• Obtaining the directors’ impairment
assessment and reviewing and discussing with
the directors; and
• Challenging the reasonableness of key inputs
and assumptions underpinning
management’s impairment assessment and
supporting calculations.
The directors’ recoverable value assessment,
which included the use of discounted cashflow
forecasts and independent third-party valuations
of the subsidiaries and their underlying assets,
were found to be reasonable. However,
management had expected to receive Mountain
Temporary Use Permits to enable the Group to
commence groundwork for proof-of-concept
mining at Kochang and early development work
at Gubong and are awaiting the result of the
application to Korea’s Board of Audit Inspection
in respect of Kochang. Should Mountain
Temporary Use Permits for both projects and
other required production licences not be
obtained then the mines may not be fully
developed and thus the carrying value of mines
under development may not be recovered in full.
Other information
The other information comprises the information included in the annual report, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annual report. 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.
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Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the
directors’ report.
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 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 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 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.
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:
• We obtained an understanding of the group and the sector in which it operates to identify laws and
regulations that could reasonably be expected to have a direct effect on the financial statements.
We obtained our understanding in this regard through discussions with management, independent
research and our accumulated knowledge and experience of the industry.
• We determined the principal laws and regulations relevant to the group in this regard to be those
arising from LSE Main Market listing rules and BVI Business Companies Act.
• We designed our audit procedures to ensure the audit team considered whether there were any
indications of non-compliance by the group with those laws and regulations. These procedures
included, but were not limited to:
o Discussions with management regarding compliance with laws and regulations by the Group;
o Reviewing board minutes; and
o Review of regulatory news announcements made
• We also identified the risks of material misstatement of the financial statements due to fraud. We
considered, in addition to the non-rebuttable presumption of a risk of fraud arising from
management override of controls, that there was potential for management bias in relation to the
impairment of mines under development assets and we addressed this by challenging the
assumptions and judgements made by management when auditing that significant accounting
estimate.
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• As in all of our audits, we addressed the risk of fraud arising from management override of controls
by performing audit procedures which included, but were not limited to: the testing of journals;
reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of business
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities,
including those leading to a material misstatement in the financial statements or non-compliance with
regulation. This risk increases the more that compliance with a law or regulation is removed from the
events and transactions reflected in the financial statements, as we will be less likely to become aware
of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud
rather than error, as fraud involves intentional concealment, forgery, collusion, omission or
misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the group’s members, as a body, in accordance with engagement letter
Our audit work has been undertaken so that we might state to the group’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 group and the
group's members as a body, for our audit work, for this report, or for the opinions we have formed.
Joseph Archer (Senior Statutory Auditor) 15 Westferry Circus
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 4HD
29 April 2025
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6.2 Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Note
12 months
to 31-Dec-24
(USD)
12 months
to 31-Dec-23
(USD)
Administrative expenses (717,037 ) (796,859 )
Operating loss 6 (717,037 ) (796,859 )
Finance (expense)/gain 9 (136,585 ) 546,359
Share of loss of joint ventures 12 (43,936 ) (3,024 )
Loss before taxation (897,558 ) (253,524 )
Income tax expense 10 - -
Loss for the year (897,558 ) (253,524 )
Exchange difference on translating foreign operations* (85,313 ) 17,280
Total comprehensive loss for the year (982,871 ) (236,244 )
Earnings per share:
Basic and diluted earnings per share (USD cents per
share)
20 (0.0012 ) (0.0004 )
* Items that may be reclassified to profit or loss
The above results relate entirely to continuing operations.
The accompanying accounting policies and notes form an integral part of these financial statements.
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6.3 Consolidated Statement of Financial Position
For the year ended 31 December 2024
Note
31-Dec-24
(USD)
31-Dec-23
(USD)
Non-current assets
Mines under development
Property, plant and equipment
12
19
Current assets
Trade and other receivables 13 44,485 55,763
Cash and cash equivalents 14 37,026 269,849
Current liabilities
Trade and other payables 15 (270,265 ) (400,933 )
Other financial liabilities 16 (683,377 ) (353,300 )
Derivative financial instruments 16 (108,299 ) (40,570 )
(1,061,941 ) (794,803 )
Net Assets 18,890,529 19,346,897
Equity
Issued share capital 20 22,467,261 21,790,174
Unissued share capital 20 - 150,584
Other reserves 18 1,262,349 1,347,662
Retained earnings (4,839,081 ) (3,941,523 )
Total Equity 18,890,529 19,346,897
The accompanying accounting policies and notes form an integral part of these financial statements.
These financial statements were approved and signed on behalf of the Board of Directors.
Jonathan Morley-Kirk Aidan Bishop
Chairman Interim Chief Executive Officer
29 April 2025 29 April 2025
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6.4 Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Note
Issued
Share
Capital
(USD)
Unissued
Share
Capital
(USD)
Retained
Earnings
(USD)
Other
Reserves
(USD)
Total
Equity
(USD)
At 31-Dec-22 20,313,458 314,597 (3,687,999 ) 1,330,382 18,270,438
Loss for the year - - (253,524 ) - (253,524 )
Other comprehensive
income for the period
Total comprehensive
income
Shares issued/to be
issued (net of
expenses)
20
Total transactions
with owners
At 31-Dec-23 21,790,174 150,584 (3,941,523 ) 1,347,662 19,346,897
Loss for the year - - (897,558 ) - (897,558 )
Other comprehensive
income for the period
Total comprehensive
income
(897,558 ) (85,313 ) (982,871 )
Shares issued/to be
issued (net of
expenses)
20
Total transactions
with owners
At 31-Dec-24 22,467,261 - (4,839,081 ) 1,262,349 18,890,529
The accompanying accounting policies and notes form an integral part of these financial statements.
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27
6.5 Consolidated Cash Flow Statement
For the year ended 31 December 2024
Note
12 months to
31-Dec-24
(USD)
12 months to
31-Dec-23
(USD)
Cash flows from operating activities
Cash paid to suppliers and employees (453,230 ) (616,005 )
Net cash used in operating activities (453,230 ) (616,005 )
Cash flows from investing activities
Property, plant and equipment acquisitions (68,569 ) -
Net cash used in investing activities (68,569 ) -
Cash flows from financing activities
Cash received for shares 77,488 1,524,002
Cash received from/(paid to re-pay) loans 16 211,488 (674,058 )
Net cash from financing activities 288,976 849,944
Net (decrease)/increase in cash (232,823 ) 233,939
Cash and cash equivalents at the start of the year 269,849 35,910
Cash and cash equivalents at the end of the year 37,026 269,849
There have been significant non-cash transactions relating to the settlement of operating and financial
liabilities in the periods (refer notes 16 and 20 of the audited financial statements).
The accompanying accounting policies and notes form an integral part of these financial statements.
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28
6.6 Notes to the Financial Statements
For the year ended 31 December 2024
1. Basis of Preparation and Adoption of International Financial Reporting Standards (IFRS)
Bluebird Mining Ventures Ltd (the Company) is a limited company incorporated in the British Virgin
Islands. The address of its registered office is at Harney Westwood & Riegels, Craigmuir Chambers, PO
The Group financial statements consolidate those of the Company and of its subsidiaries and have
been prepared in accordance with UK-adopted IAS.
The consolidated financial statements are prepared on the historical cost basis or the fair value basis
where the fair valuing of relevant assets and liabilities has been applied.
Certain amounts included in the consolidated financial statements involve the use of judgement
and/or estimation. Judgements, estimations and sources of estimation uncertainty are discussed in
note 3.
New and amended standards which are effective for these financial statements
No new standards, amendments or interpretations, effective for the first time for the financial year
beginning on or after 1 January 2024 have had a material impact on the Group.
Standards in issue but not yet effective
Those standards, amendments and interpretations which have been recently issued or revised and
are mandatory for the Group's accounting periods beginning on or after 1 January 2025 or later are
not expected to have a material impact on the Group.
2. Going Concern
In common practice with many junior mining companies, the Group raises equity and loan funds for
its activities in share placements. When necessary, it also raises loan funding from related and third
parties.
At the year end the Group had net current liabilities of USD 872,131 exclusive of fair value liabilities
of USD 108,299 in the year (2023, USD 428,621 exclusive of USD 40,570 of non-cash/fair value
liabilities).
The Company receives loan funding in monthly tranches as part of a loan agreement entered into in
October 2024. The final monthly loan tranche is due to be paid in September 2025 and the loan is
repayable in December 2025. Based on the current plans and financial projections, the Group’s current
cash resources and funding available are insufficient to enable the Group to meet its recurring
commitments for the following 12 months. Whilst the Directors are confident that further funding will
be available when required, there can be no guarantee of such – if this is not available when required,
it could negatively impact the Group’s prospects in the short term. The Directors note that the auditors
make reference to going concern by way of a material uncertainty over the ability of the Company and
the Group to fund the recurring and projected expenditure (refer note 2 of the audited financial
statements).
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29
3. Judgements in Applying Accounting Policies and Sources of Estimation Uncertainty
Certain amounts included in the financial statements involve the use of judgement and/or estimation.
These are based on management’s best knowledge of the relevant facts and circumstances, having
regard to prior experience. However, judgements and estimations regarding the future are a key
source of uncertainty and actual results may differ from the amounts included in the financial
statements. Information about judgements and estimation is contained in the accounting policies
and/or other notes to the financial statements. The key areas are summarised below.
3.1 Mineral Resources and Ore Reserves
Quantification of Mineral Resources requires a judgement on the reasonable prospects for eventual
economic extraction. Quantification of Ore Reserves requires a judgement on whether Mineral
Resources are economically mineable. These judgements are based on assessment of mining,
metallurgical, economic, marketing, legal, environmental, social and governmental factors involved.
These factors are a source of uncertainty and changes could result in an increase or decrease in
Mineral Resources and Ore Reserves (refer note 12 of the audited financial statements and the
Strategic Report).
3.2 Recoverable value of mine under development
Consideration of impairment indicators for mining projects requires significant judgements and
estimates when assessing the available technical, financial and licencing information. At each period
end, the Directors carry out this process for each project taking into account all available information
to develop an expected recoverable value of the mines under development assets, which is compared
to the carrying value of the mine under development assets.
The Company undertook an impairment review of the Korean projects and see no adverse factors that
suggest that the recoverable value of these assets has fallen below their carrying values. The Directors
have assessed the recoverable value of the assets by reviewing valuations reports and discounted
cashflow forecasts prepared, over six years with a discount rate of 15%, in respect of the two projects.
The Director's further believe that they will obtain the required funding, secure the required permits
be able to complete the construction of the mines and that they will generate the funds forecasted in
the discounted cashflow forecasts.
3.3 Valuation of share warrants
Share warrants issued by the Company are fair valued when granted and warrants, which are classified
as financial liabilities are revalued at each reporting date. This requires the Group to determine an
appropriate valuation methodology, which they have determined to be the Black-Scholes option
pricing model. The use of this model requires the determination of a number of key assumptions which
can have a significant effect on the valuation (refer note 16 of the audited financial statements).
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4. Accounting Policies
4.1 Consolidation
The Group financial statements consolidate the results of the Company and its subsidiary undertakings
using the acquisition accounting method. On acquisition of a subsidiary, all of the subsidiary’s
identifiable assets and liabilities which exist at the date of acquisition are recorded at their fair values
reflecting their condition on that date. The results of subsidiary undertakings acquired are included
from the date of acquisition. In the event of the sale of a subsidiary, the subsidiary results are
consolidated up to the date of completion of the sale.
Subsidiaries are all those entities over which the parent has control. Control exists if the parent is
exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability
to affect those returns through its power over the subsidiary.
The costs of acquisition are recognised in the income statement. Identifiable assets acquired, liabilities
and contingent liabilities assumed in a business combination are measured initially at their fair values
at the acquisition date irrespective of the extent of any non-controlling interest.
The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net
assets acquired is recorded as goodwill. If the cost of the acquisition is less than the fair value of the
net assets of the subsidiary acquired, the difference is recognised directly in the income statement as
a gain.
Transactions, balances and unrealised gains and losses on transactions between Group companies are
eliminated, unless the unrealised loss provides evidence of an impairment of the asset transferred.
Investments in associates and jointly controlled entities are accounted for using the equity method of
accounting and are initially recognised at cost. The Group’s share of its associates’ post-acquisition
profits or losses is recognised in profit or loss, and its share of post-acquisition movements in reserves
is recognised in other comprehensive income. The cumulative post-acquisition movements are
adjusted against the carrying amount of the investment. When the Group’s share of losses exceeds its
interest in an equity-accounted investee the carrying amount of the investment, including any other
unsecured receivables, is reduced to zero, and the recognition of further losses is discontinued, unless
the Group has incurred obligations or made payments on behalf of the investee.
Accounting policies of equity-accounted investees have been changed where necessary to ensure
consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in
equity-accounted investees are recognised in profit or loss.
The Group discontinues the use of the equity method from the date when the investment ceases to
be an associate or when the investment is classified as held for sale. When the Group retains an
interest in the former associate or joint venture and the retained interest is a financial asset, the Group
measures the retained interest at fair value at that date and the fair value is regarded as its fair value
on initial recognition. The difference between the carry amount of the associate at the date the equity
method was discontinued, and the fair value of any retained interest and any proceeds from disposing
of a part interest in the associate is included in the determination of the gain or loss on disposal.
In addition, the Group accounts for all amounts previously recognised in other comprehensive income
in relation to that associate on the same basis as would be required if that associate had directly
disposed of the related assets of liabilities.
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When the Group reduces its ownership interest in an associate but the Group continues to use the
equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had
previously been recognised in other comprehensive income relating to that reduction in ownership
interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets
or liabilities.
The difference between the fair value of the consideration to acquire the South Korean subsidiaries
and the fair value of the subsidiaries net assets was taken to mines under development (refer note 12
of the audited financial statements).
4.2 Investment in Associates
Associate companies are companies in which the group has significant influence generally through
holding, directly or indirectly, 20% or more of the voting power of the Group. Investments in associates
are accounted for in the financial statements by applying the equity method of accounting whereby
the investment is initially recorded at cost and adjusted thereafter for the post-acquisition change in
the Group’s share of net assets of the associate company. In addition, the Group’s share of the profit
or loss of the associate company is included in the Group’s profit or loss. Should the carrying value of
the investment in associate reach nil by virtue of impairments and/or the accounting for the share of
the associate’s results, any subsequent share of an associate’s loss for the period are not recognised.
At each balance sheet date management make an assessment as to whether an impairment is
required. Impairments are recognised where one or more loss events are identified which are
expected to have an impact on the estimated future cashflows derived from the net investment and
can be reliably estimate.
Where impairments have been previously recognised, management will consider at each balance
sheet date whether any indicators exist to suggest that impairment losses should be reversed. Any
reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the
recoverable amount of the net investment subsequently increases. In determining the value in use of
the net investment, management must estimate the group’s share of the present value of the
estimated future cash flows expected to be generated by the associate or joint venture, including the
cash flows from the operations of the associate or joint venture and the proceeds from the ultimate
disposal of the investment and the present value of the estimated future cash flows expected to arise
from dividends to be received from the investment and from its ultimate disposal.
4.3 Segmental reporting
An operating segment is a component of the Group engaged in exploration or production activity that
is regularly reviewed by the Chief Operating Decision Maker (CODM) for the purposes of allocating
resources and assessing financial performance. The CODM is considered to be the Board of Directors.
The Group’s operating segments are determined on a geographical basis being the British Virgin
Islands, South Korea and the Philippines (refer note 5 of the audited financial statements).
4.4 Foreign currency translation
Functional and presentational currency
The functional currencies of the entities within the Group are the US dollar (for the Company and the
Singaporean companies), Philippine peso (for the Philippine companies) and the Korean won (for the
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Korean companies) as the currencies which most affects each company’s costs and financing. The
Group’s presentational currency is the US dollar.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions, and from the translation at reporting period end exchange rates of
monetary assets and liabilities denominated in foreign currencies, are recognised in the income
statement.
On consolidation, the assets and liabilities of the Group’s overseas operations that do not have a US
dollar functional currency, are translated at exchange rates prevailing at the balance sheet date.
Income and expense items are translated at the average exchange rate for the period. Exchange
differences arising on the net investment in subsidiaries are recognised in other comprehensive
income.
4.5 Financial instruments
Financial assets and liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument.
De-recognition of financial instruments occurs when the rights to receive cash flows from the
investments expire or are transferred and substantially all of the risks and rewards of ownership have
been transferred. An assessment for impairment is undertaken where there is objective evidence that
a financial asset or a group of financial assets is impaired.
Financial assets
Financial assets are subsequently recognised at amortised cost under IFRS 9 if it meets both the hold
to collect and contractual cash flow characteristics tests. A financial asset is measured at fair value
through other comprehensive income if the financial asset is held within a business model whose
objective is achieved by both collecting contractual cash flows and selling financial assets and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
If neither of the above classifications are met the asset is classified as fair value through the profit and
loss or unless management elect to do so provided the classification eliminates or significantly reduces
a measurement or recognition inconsistency.
A financial asset that is not carried at fair value through profit or loss is assessed at each reporting
date to determine a loss allowance for expected credit losses. If the credit risk on a financial
instrument has increased significantly since initial recognition, the loss allowance is equal to the
lifetime expected credit losses. If the credit risk has not increased significantly, the loss allowance is
equal to the twelve month expected credit losses.
The expected credit losses are measured in a way that reflects the unbiased and probability weighted
amount that is determined by evaluating a range of possible outcomes; the time value of money and
reasonable and supportable information that is available about past events, current conditions and
forecasts of future economic conditions.
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Financial liabilities
Financial liabilities include loans and trade and other payables. In the statement of financial position
these items are included within non-current liabilities and current liabilities. Financial liabilities are
recognised when the Group becomes a party to the contractual agreements giving rise to the liability.
Interest related charges are recognised as an expense in Finance costs in the income statement unless
they meet the criteria of being attributable to the funding of construction of a qualifying asset, in
which case the finance costs are capitalised.
Borrowings, including the loan notes, are initially recognised at fair value, net of transaction costs
incurred. They are subsequently stated at amortised cost with any difference between the proceeds
(net of transaction costs) and the redemption value recognised in profit or loss over the period of the
borrowings using the effective interest rate method.
When a loan is converted into equity the gain or loss arising, being the difference between the carrying
amount of the liability extinguished and the fair value of the equity issued, is recognised in the Income
Statement.
See separate accounting policies below in respect of accounting for warrants.
Trade and other payables and loans are recognised initially at their fair value and subsequently
measured at amortised costs using the effective interest rate, less settlement payments.
4.6 Cash and cash equivalents
Cash and cash equivalents are defined as cash on hand, demand deposits and short term highly liquid
investments and are measured at cost which is deemed to be fair value as they have short-term
maturities.
4.7 Share capital and unissued share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not
meet the definition of a financial liability. The Company’s ordinary shares are classified as equity and
have no par value. Costs directly associated with the issue of shares are charged to share capital.
Where the Company has a contractual right to issue a fixed number of shares to settle a fixed liability
it recognises unissued share capital pending the issue of shares.
4.8 Income taxes
Current income tax liabilities comprise those obligations to fiscal authorities in the countries in which
the Group carries out operations and where it generates its profits. They are calculated according to
the tax rates and tax laws applicable to the financial period and the country to which they relate. All
changes to current tax assets and liabilities are recognised as a component of the tax charge in the
income statement.
Deferred income taxes are calculated using the liability method on temporary differences. This
involves the comparison of the carrying amount of assets and liabilities in the consolidated financial
statements with their respective tax bases. However, deferred tax is not provided on the initial
recognition of goodwill, nor on the initial recognition of an asset or liability unless the related
transaction is a business combination or affects taxable or accounting profit.
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Deferred tax liabilities are provided for in full; deferred tax assets are recognised when there is
sufficient probability of utilisation. Deferred tax assets and liabilities are calculated at tax rates that
are expected to apply to their respective period of realisation, provided they are enacted or
substantively enacted at the balance sheet date.
There are no deferred tax assets or liabilities in the Group’s statement of financial position.
4.9 Provisions, contingent liabilities and contingent assets
Other provisions are recognised when the present obligations arising from legal or constructive
commitment, resulting from past events, will probably lead to an outflow of economic resources from
the Group which can be estimated reliably. Provisions are measured at the present value of the
estimated expenditure required to settle the present obligation, based on the most reliable evidence
available at the balance sheet date. All provisions are reviewed at each balance sheet date and
adjusted to reflect the current best estimates.
4.10 Share based payments
The Group operates equity settled share based compensation plans, which may be settled in cash
under certain circumstances. All employee services received in exchange for the grant of any share
based compensation are measured at their fair values. These are indirectly determined by reference
to the share based award. Their value is appraised at the grant date and excludes the impact of any
non-market vesting conditions. The Black-Scholes model is used to measure the fair value.
All share based compensation is ultimately recognised as an expense in profit and loss with a
corresponding credit to other reserves, net of deferred tax where applicable. Where share based
compensation is to be cash settled, such as certain share based bonus awards, the corresponding
credit is made to accruals or cash. The Company may have certain share option schemes that may be
settled in cash at the absolute discretion of the Board.
If any equity settled share-based awards are ultimately settled in cash, then the amount of payment
equal to the fair value of the equity instruments that would otherwise have been issued is accounted
for as a repurchase of an equity interest and is deducted from equity. Any excess over this amount is
recognised as an expense.
If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period,
based on the best available estimate of the number of share options expected to vest. Non-market
vesting conditions are included in assumptions about the number of options that are expected to
become exercisable. Estimates are subsequently revised if there is any indication that the number of
share options expected to vest differs from previous estimates. No adjustment to the expense
recognised in prior periods is made if fewer share options are ultimately exercised than originally
granted.
Upon exercise of share options, the proceeds received, net of any directly attributable transaction
costs, up to the nominal value of the shares issued, are allocated to share capital with any excess being
recorded in share premium.
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4.11 Exploration and evaluation expenditures
The Group applies the successful efforts method of accounting for natural resource assets, having
regard to the requirements of IFRS 6 ‘Exploration for and Evaluation of Mineral Resources’. Costs
incurred prior to obtaining the legal rights to explore an area are expensed immediately to the
Statement of Comprehensive Income.
All licence acquisitions, exploration and evaluation costs are capitalised, a share of administration
costs is capitalised insofar as they relate to exploration, evaluation and development activities. These
costs are written off unless commercial reserves have been established or the determination process
has not been completed and there are no indications of impairment. If a project is deemed commercial
all of the attributable costs are transferred into Property, Plant and Equipment. These costs are then
depreciated from the commencement of production on a unit of production basis.
4.12 Impairment of exploration and evaluation assets
Whenever events or changes in circumstance indicate that the carrying amount of an asset may not
be recoverable an asset is reviewed for impairment. An asset’s carrying value is written down to its
estimated recoverable amount (being the higher of the fair value less costs to sell and value in use) if
that is less than the asset’s carrying amount.
Impairment reviews for exploration and evaluation assets are carried out on a project by project basis,
with each project representing a potential single cash generating unit.
An impairment review is undertaken at least each balance sheet date or when indicators of
impairment arise such as:
• unexpected geological occurrences that render the resource uneconomic;
• title to the asset is compromised;
• variations in mineral prices that render the project uneconomic;
• substantive expenditure on further exploration and evaluation of mineral resources is
neither budgeted nor planned; and
• the period for which the Group has the right to explore has expired and is not expected
to be renewed.
A previously recognised impairment loss is reversed only if there has been a change in the estimates
used to determine the asset’s recoverable amount since the last impairment loss was recognised. If
that is the case, the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in the Statement of Comprehensive Income unless the asset is carried at revalued amount,
in which case the reversal is treated as a revaluation increase. After such a reversal, the depreciation
charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual
value, on a systematic basis over its remaining useful life.
4.13 Mine development costs
Once the decision has been taken to develop a mine the costs that are considered to be directly
attributable to the development are capitalised and reviewed for impairment each year. When
assessing this asset for impairment, management estimate the recoverable value of the asset, being
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the higher of the assessed value in use or the assessed fair value less costs to sell. The higher of the
two is then compared to the carrying value of the asset.
4.14 Warrants
Warrants instruments are classified as derivative financial liabilities as the functional currency of the
Company is USD and the exercise price is GBP. They are carried in the consolidated statement of
financial position at fair value with changes in fair value recognised in the consolidated statement of
comprehensive income.
4.15 Fair value measurement hierarchy
The Group classifies its financial liabilities measured at fair value using a fair value hierarchy that
reflects the significance of the inputs used in making the fair value measurement.
The fair value hierarchy has the following levels:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices) (level 2);
• Inputs for the asset or liability that are not based on observable market data (unobservable inputs)
(Level 3).
The level in the fair value hierarchy within the financial liability is determined on the basis of the lowest
level input that is significant to the fair value measurement.
4.16 Loans
Loans are carried in the consolidated statement of financial position at the value of loans drawn down
at the year end plus accumulated interest, which is recognised in the consolidated statement of
comprehensive income. Fixed interest is recognised in full at the time of the initial loan draw down.
4.17 Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation. Plant and equipment is
capitalised for items with a value of more than One Thousand US Dollars (USD 1,000).
Depreciation is calculated on a straight line basis to write off the cost of plant and equipment over
their expected useful lives. A full year of depreciation is charged to the consolidated statement of
comprehensive income in the year of acquisition.
The estimated useful lives of plant and equipment are:
| Motor vehicles | 5 years (20.00% depreciation per year) |
| Furniture & fittings | 3 years (33.33% depreciation per year) |
| Office equipment | 3 years (33.33% depreciation per year) |
| Computer equipment & software | 3 years (33.33% depreciation per year) |
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5. Segmental Reporting
5.1 Income Statement
For the year ended 31 December 2024
| BVI | ||||
| (USD) | ||||
| Philippines | ||||
| (USD) | ||||
| South Korea | ||||
| (USD) | ||||
| Total | ||||
| (USD) | ||||
| Administrative costs | (594,858) | (49,306) | (185,665) | (829,829) |
| Finance expense | (67,729) | - | - | (67,729) |
| Profit/(loss) for the period | (662,587) | (49,306) | (185,665) | (897,558) |
| Other comprehensive income | (339,241) | (13,808) | 267,736 | (85,313) |
| Total comprehensive income for | ||||
| the year | ||||
| (1,001,828) | (63,114) | 82,071 | (982,871) |
5.2 Statement of Financial Position
For the year ended 31 December 2024
| BVI | ||||
| (USD) | ||||
| Philippines | ||||
| (USD) | ||||
| South Korea | ||||
| (USD) | ||||
| Total | ||||
| (USD) | ||||
| Mines under development | ||||
| - | ||||
| - | ||||
| 19,816,088 | ||||
| 19,816,088 | ||||
| Property, plant and equipment | ||||
| - | ||||
| - | ||||
| 54,871 | ||||
| 54,871 | ||||
| Trade and other receivables | 35,821 | - | 8,664 | 44,485 |
| Cash and cash equivalents | 19,948 | 14,317 | 2,761 | 37,026 |
| Total Assets | 55,769 | 14,317 | 19,882,384 | 19,952,470 |
| Trade and other payables | (194,523) | (75,742) | - | (270,265) |
| Other financial liabilities | (330,077) | - | (353,300) | (683,377) |
| Derivative financial instruments | (108,299) | - | - | (108,299) |
| Net (liabilities)/assets | (577,130) | (61,425) | 19,529,084 | 18,890,529 |
5.3 Income Statement
For the year ended 31 December 2023
| BVI | ||||
| (USD) | ||||
| Philippines | ||||
| (USD) | ||||
| South Korea | ||||
| (USD) | ||||
| Total | ||||
| (USD) | ||||
| Administrative costs | (511,286) | (31,252) | (257,345) | (799,883) |
| Finance expense | 546,359 | - | - | 546,359 |
| Loss for the period | 35,073 | (31,252) | (257,345) | (253,524) |
| Other comprehensive income | (118,765) | 47,422 | 88,623 | 17,280 |
| Total comprehensive income for | ||||
| the year | ||||
| (83,692) | 16,170 | (168,722) | (236,244) |
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5.4 Statement of Financial Position
For the year ended 31 December 2023
| BVI | ||||
| (USD) | ||||
| Philippines | ||||
| (USD) | ||||
| South Korea | ||||
| (USD) | ||||
| Total | ||||
| (USD) | ||||
| Mines under development | - | - | 19,816,088 | 19,816,088 |
| Trade and other receivables | 31,404 | - | 24,359 | 55,763 |
| Cash and cash equivalents | 244,562 | 285 | 25,002 | 269,849 |
| Total Assets | 275,966 | 285 | 19,865,449 | 20,141,700 |
| Trade and other payables | (321,513) | (79,420) | - | (400,933) |
| Other financial liabilities | - | - | (353,300) | (353,300) |
| Derivative financial instruments | (40,570) | - | - | (40,570) |
| Net (liabilities)/assets | (86,117) | (79,135) | 19,512,149 | 19,346,897 |
6. Loss for the Period Before Tax
| 12 months to | ||
| 31-Dec-24 | ||
| (USD) | ||
| 12 months to | ||
| 31-Dec-23 | ||
| (Re-stated) | ||
| (USD) | ||
| Loss for the period has been arrived at after charging | ||
| the following under administrative expenses: | ||
| Auditors’ remuneration – current period | 53,667 | 54,220 |
| Directors’ remuneration – Company | ||
| Staff costs – Group | ||
| 182,555 | ||
| 217,536 | ||
| 93,831 | ||
| 134,963 |
7. Remuneration of Key Management Personnel
In accordance with IAS 24 – Related Party transactions, key management personnel, including all
Executive and Non-Executive Directors, are those persons having authority and responsibility for
planning, directing and controlling the activities of the Group.
| 12 months to 31-Dec-24 | 12 months to 31-Dec-23 | |||||
| (Re-stated) | ||||||
| Payable | ||||||
| in Cash | ||||||
| (USD) | ||||||
| Payable | ||||||
| in Equity | ||||||
| (USD) | ||||||
| Total | ||||||
| (USD) | ||||||
| Payable | ||||||
| in Cash | ||||||
| (USD) | ||||||
| Payable | ||||||
| in Equity | ||||||
| (USD) | ||||||
| Total | ||||||
| (USD) | ||||||
| Directors remuneration | 80,309 | 102,246 | 182,555 | 58,526 | 159,010 | 217,536 |
| Key management | ||||||
| personnel | ||||||
| 33,262 | 24,569 | 57,831 | 29,138 | 69,825 | 98,963 | |
| Other staff costs | 36,000 | - | 36,000 | 36,000 | - | 36,000 |
| Total remuneration | 149,571 | 126,815 | 276,386 | 123,664 | 228,835 | 352,499 |
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Details of the Directors remuneration is shown under the Remuneration Committee section of the
Director’s Report.
All amounts shown relate to short term employee benefits and there are no payments made for other
long term benefits, termination benefits or share based benefits.
Directors and key management personnel agreed to take fees between October 2021 and September
2024 as equity. This has been issued and movements are noted in note 20 of the audited financial
statements.
8. Average Number of Employees
| 12 months to | ||
| 31-Dec-24 | ||
| (USD) | ||
| 12 months to | ||
| 31-Dec-23 | ||
| (USD) | ||
| Directors | 5 | 6 |
| Management and Administration | 1 | 2 |
| Mining, Processing and Exploration staff | 1 | 1 |
| 7 | 9 |
9. Finance Expense/(Gain)
| 12 months to | ||
| 31-Dec-24 | ||
| (USD) | ||
| 12 months to | ||
| 31-Dec-23 | ||
| (USD) | ||
| Loan interest and loan financing fees | ||
| Fair value movement* | ||
| 68,856 | ||
| 25,900 | ||
| 67,729 | ||
| (572,259) | ||
| 136,585 | (546,359) |
* Refer note 16.4 of the audited financial statements
10. Taxation
The Group contains entities with tax losses and deductible temporary differences for which no
deferred tax asset is recognised. A deferred tax asset has not been recognised within some of the
Group entities where the entities in which those losses and allowances have been generated either
do not have forecast taxable profits in the near future or the losses have restrictions whereby their
utilisation is considered to be unlikely.
The Company is taxed at the standard rate of income tax for British Virgin Island companies which is
0%. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions
– the tax charge for the period can be reconciled to the loss per the income statement as noted
below.
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| 12 months to | ||||
| 31-Dec-24 | ||||
| 12 months to | ||||
| 31-Dec-23 | ||||
| Corporation | ||||
| Tax | ||||
| Rate | ||||
| (USD) | ||||
| Corporation | ||||
| Tax | ||||
| Rate | ||||
| (USD) | ||||
| Profit/(loss) before taxation | ||||
| BVI | 0.0% | (662,587) | 0.0% | 35,073 |
| Philippines | 25.0% | (49,306) | 25.0% | (31,252) |
| South Korea | 25.0% | (185,665) | 25.0% | (257,345) |
| Tax gain/(losses) carried forward not | ||||
| recognised as a deferred tax asset | ||||
| 6.54% | (897,558) | 24.4% | (253,524) |
No disallowable expenses were incurred in 2024 (2023: USD Nil). Fair value gains from warrants are
non-taxable gains in 2024 (2023: USD Nil).
11. Investments in Associates – Egerton Gold Philippines Inc
Summarised financial information in respect of the Group’s associate interest in Egerton Gold
Philippines Inc is set out below. The summarised information represents amounts shown in Egerton
Gold Philippines Inc’s financial statements, as adjusted for differences in accounting policies. Amounts
have been translated in accordance with the Group’s accounting policy on foreign currency
translation.
A summary of the Balance Sheet of Egerton Gold Philippines Inc is shown below:
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Non-current assets | ||
| Deferred exploration costs | 16,551,515 | 17,355,341 |
| Current liabilities | ||
| Trade and other payables | (17,030,651) | (17,746,655) |
| Net liabilities | (479,136) | (391,314) |
| Equity | ||
| Issued Capital | 107,588 | 112,813 |
| Retained Earnings | (586,724) | (504,127) |
| Total Equity | (479,136) | (391,314) |
Variances from 31 December 2023 to 31 December 2024 relate primarily to FX differences
Losses for the year ended 31 December 2024 were USD 43,936 (2023: USD 3,024). As outlined in the
Directors Report, the Batangas asset was fully impaired in the period ended 31 December 2019. The
Board has determined that there should be no re-statement of the impairment at 31 December 2024,
but will continue to review this on an on-going basis as the project is further developed.
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41
12. Mines Under Development
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Mines under development at start of year | 19,816,088 | 19,816,088 |
| Movements in the year | - | - |
| Mines under development at end of year | 19,816,088 | 19,816,088 |
The mines under development asset fair value uplift arose from the execution of an agreement the
Company announced on 29 June 2021 to increase the Group’s ownership to 100% in the Gubong and
Geochang gold mines via the acquisition of Southern Gold Limited’s 50% Joint Venture Interest in the
South Korean gold projects, which were acquired as the Company, through its pre-feasibility studies,
demonstrated value in the projects for the Company’s shareholders (the rationale for the projects can
be found at https://bluebirdmv.com/gubong-project-2/ and https://bluebirdmv.com/kochang-
project/).
The Joint Venture Interest in the South Korean gold projects was revalued prior to acquisition to the
consideration required to acquire the joint ventures, which generated a gain on acquisition of USD 8.3
million and the recording of mines under development totalling USD 19.8 million at 31 December
2021.
There has been no addition in the years ended 31 December 2024 and 31 December 2023 due to
operational delays (as noted in the Directors’ Report).
13. Trade and Other Receivables
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Other receivables | 3,939 | 27,389 |
| Prepayments | 40,546 | 28,374 |
| 44,485 | 55,763 |
14. Cash and Cash Equivalents
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Cash at bank | 37,026 | 269,849 |
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42
15. Trade and Other Payables
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Trade and other payables | 217,677 | 357,183 |
| Accruals | 52,588 | 43,750 |
| 270,265 | 400,933 |
16. Other Financial Liabilities
16.1 Other Financial Liabilities
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Loan notes issued to non-related parties | 330,077 | - |
| Funds received from Korean consortium | 353,300 | 353,300 |
| 683,377 | 353,300 |
16.2 Derivative financial instruments
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Derivative financial instruments – warrants | 108,299 | 40,570 |
| 108,299 | 40,570 |
The warrants issued by the Company are detailed in note 16.5 of the audited financial statements.
16.3 Loans
The group agreed a loan of GBP 100,000 in June 2024, of which GBP 50,000 was converted to equity
by the lender in October 2024. The Board further agreed loans of GBP 288,000 to be drawn down in
12 equal monthly instalments as part of the October 2024 fund raise. The loans are due for repayment
in December 2025. The accounting treatment for the loans, including recognising fixed interest in the
consolidated statement of comprehensive income, are as noted in accounting note 4.16.
The Group entered into a loan agreement with Auric Network, a cryptocurrency organisation that
operates in South Korea, in August 2020. The balance of the loan at 31 December 2024 and 31
December 2023 is USD 353,300. This funding is in the form of a prepayment of gold to be repaid upon
production at a 20% discount to the gold price at the time of delivery. The loan accrues no interest
and repayment is only made from production.
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16.4 Reconciliation of Liabilities arising from Financing Activities
For the year ended 31 December 2024
| Current | |||
| Other | |||
| Financial | |||
| Liabilities | |||
| (USD) | |||
| Derivative | |||
| financial | |||
| instruments | |||
| (USD) | |||
| Total | |||
| (USD) | |||
| At 31 December 2022 | 1,001,458 | 612,829 | 1,614,287 |
| Cash Flows | (674,058) | - | (674,058) |
| Non-cash flows: | |||
| Loan charges and interest | 25,900 | - | 25,900 |
| Fair Value Changes | - | (572,259) | (572,259) |
| At 31 December 2023 | 353,300 | 40,570 | 393,870 |
| Cash Flows | 211,488 | - | 211,488 |
| Non-cash flows: | |||
| Loan charges and interest | 118,589 | - | 118,589 |
| Fair Value Changes | - | 67,729 | 67,729 |
| At 31 December 2024 | 683,377 | 108,299 | 791,676 |
16.5 Share Warrants – Fair Value
The fair value of the warrants is derived from the Black-Scholes model on the parameters noted and
is represented by the following table:
| 31-Dec-24 | 31-Dec-23 | |||
| Number | (USD) | Number | (USD) | |
| Issued in April 2016 and outstanding | 5,757,924 | 3,605 | 5,757,924 | 2,933 |
| Issued in period ended 31 December | ||||
| 2021 and outstanding | ||||
| - | - | 9,464,916 | - | |
| Issued in period ended 31 December | ||||
| 2022 and outstanding | ||||
| 36,600,000 | - | 48,100,000 | 5,615 | |
| Issued in period ended 31 December | ||||
| 2023 and outstanding | ||||
| 61,965,000 | 626 | 61,965,000 | 32,022 | |
| Issued in period ended 31 December | ||||
| 2024 and outstanding | ||||
| 89,231,705 | 104,068 | - | - | |
| Warrants – issued | 193,554,629 | 108,299 | 125,287,840 | 40,570 |
The warrants were fair valued using a Black Scholes model, based on the following parameters – risk
free rate 3.8% (2023, 3.8%), volatility of 85% for 3 years (2023, 85%) and 73% for 1 year (2023, 73%).
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16.6 Share Warrants – Issued
Warrants issued and warrants to be issued denominated in Sterling are classified as derivative
financial instruments carried at fair value through profit and loss. There were 89,231,705 warrants
issued during the financial year (2023, 61,965,000).
| 1.25p | 1.50p | 2.00p | 2.50p | 3.50p | 5.75p | |
| Outstanding | ||||||
| at 31-Dec-22 | ||||||
| - | - | 38,564,916 | 5,000,000 | 14,000,000 | 5,757,924 | |
| Issued in 2023 | - | - | 1,215,000 | - | 60,750,000 | - |
| Outstanding | ||||||
| at 31-Dec-23 | ||||||
| - | - | 39,779,916 | 5,000,000 | 74,750,000 | 5,757,924 | |
| Issued in 2024 | 54,231,705 | 35,000,000 | - | - | - | - |
| Re-negotiated | ||||||
| in 2024 | ||||||
| - | - | 2,500,000 | - | - | - | |
| Lapsed in 2024 | - | - | (9,464,916) | - | (14,000,000) | - |
| Outstanding | ||||||
| at 31-Dec-24 | ||||||
| 54,231,705 | 35,000,000 | 32,815,000 | 5,000,000 | 60,750,000 | 5,757,924 | |
| Exercisable at | ||||||
| 31-Dec-24 | ||||||
| 54,231,705 | 35,000,000 | 32,815,000 | 5,000,000 | 60,750,000 | 5,757,924 |
35,000,000 warrants at 1.50p were issued in 2024 in relation to the loans agreed in October 2024.
These warrants will lapse in September 2027 unless exercised. 54,231,705 warrants at 1.25p were
issued in 2024 in relation to the October 2024 placing and fee conversions. These warrants have a 10
day accelerator whereby, if the Company’s 10-day Volume Weighted Average Price (VWAP) is above
1.50p per share for 10 consecutive days, then the holder must either exercise the warrant or it
becomes void. These warrants will lapse in October 2025 unless exercised.
1,215,000 warrants at 2.0p and the 60,750,000 warrants at 3.50p were issued in 2023 as part of the
share placing arrangements in March 2023. These warrants will expire in March 2026 unless exercised.
31,600,000 warrants at 2.0p issued in relation to 2022 loans that were re-paid in 2023. These warrants
will lapse in April and May 2025 unless exercised. 5,000,000 warrants at 2.50p were issued in 2022 as
an incentive for a non-related consultant engaged by the Company to lead its Investor Relations
efforts. These warrants will lapse in July 2025 unless exercised.
5,757,924 warrants at 5.75p were issued to a related party of Colin Patterson in the April 2016
prospectus.
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17. Financial Instruments
17.1 Financial Assets measured at Amortised Cost
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Trade and other receivables | 3,939 | 27,389 |
| Cash and cash equivalents | 37,026 | 269,849 |
| 40,965 | 297,238 |
17.2 Financial Liabilities measured at Amortised Cost
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Trade and other payables – current | 217,677 | 357,183 |
| Other financial liabilities | 683,377 | 353,300 |
| 901,054 | 710,483 |
17.3 Derivative financial instruments measured at Fair Value
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Derivative financial instruments – warrants | 108,299 | 40,570 |
| 108,299 | 40,570 |
17.4 Fair Values
The fair values of the Group’s cash, trade and other receivables and trade and other payables are
considered equal to their book value.
Other financial liabilities are initially measured at fair value and subsequently at amortised cost. The
fair values of the Group’s other financial liabilities are considered equal to the book values as the effect
of discounting on these financial instruments is not considered to be material.
The warrants are classified as Level 3 financial instrument as certain inputs to the Black-Scholes
valuation model are not based on observable market data.
17.5 Liquidity Risk
The Group monitors constantly the cash outflows from day to day business and monitors long term
liabilities to ensure that liquidity is maintained. Trade liabilities of USD 217,677 are due on demand,
loans from the Korean consortium of USD 353,300 are due to be repaid from gold production by the
Company and USD 330,077 loans are due for repayment in December 2025.
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As disclosed in the going concern statement in note 2 of the audited financial statements, the
Company actively addresses the requirement to manage the Group’s cash balances as well as to raise
new financing to fund mining development activities. This is an area which receives considerable focus
from the Board and management on a daily basis.
17.6 Credit Risk
Credit risk refers to the risk that a counterparty will default on, and not pay, its contractual obligations
resulting in a financial loss to the Group. In order to minimise this risk, the Group endeavours only to
deal with companies which are demonstrably creditworthy and this, together with the aggregate
financial exposure, is continuously monitored.
Credit risk on cash and cash equivalents is considered to be acceptable as the counterparties are either
substantial banks with high credit ratings or with whom the Group has offsetting debt arrangements.
Trade and other receivables have been recorded at cost and are in accordance with contractual
arrangements.
17.7 Interest rate risk
At the balance sheet date, the Group does not have any long-term variable rate borrowings.
17.8 Foreign currency risk
The Group’s cash at bank balance consisted of the following currency holdings:
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| US Dollars | 2,000 | 459 |
| Sterling | 17,948 | 244,103 |
| Philippine Pesos | 14,317 | 285 |
| Korean Won | 2,761 | 25,002 |
| 37,026 | 269,849 |
The Group is exposed to transaction foreign exchange risk due to transactions not being matched in
the same currency. This is managed, where possible and material, by the Group retaining monies
received in various currencies in order to pay for expected liabilities in that currency. The Group
currently has no currency hedging in place.
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The Group’s exposure to financial assets and financial liabilities is as shown in the following tables:
| Financial Assets | ||
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| US Dollars | 5,939 | 10,864 |
| Sterling | 17,948 | 244,103 |
| Philippine Pesos | 14,317 | 285 |
| Korean Won | 2,761 | 41,986 |
| 40,965 | 297,238 |
| Financial Liabilities – Current | ||
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| US Dollars | 582,470 | 543,339 |
| Sterling | 386,614 | 152,566 |
| Philippine Pesos | 75,741 | 81,782 |
| Korean Won | 17,116 | 17,116 |
| 1,061,941 | 794,803 |
The Group is exposed to foreign exchange risk arising from various currency exposures primarily with
respect to the Philippines Peso and Sterling, but these are not significant as most of the transactions
are in USD. However, the Group’s management monitors the exchange rate fluctuations on a
continuous basis and acts accordingly.
18. Capital Management
The Group’s capital management objectives are to ensure that the Group’s ability to continue as a
going concern, and to provide an adequate return to shareholders. The Group manages the capital
structure through a process of constant review and makes adjustments to it in the light of changes in
economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust
the capital structure, the Group may issue new shares, adjust dividends paid to shareholders, return
capital to shareholders, or seek additional debt finance.
The nature of the Group’s equity reserves is:
• Reserves – cumulative gains and losses on translating the net assets of overseas operations to the
presentation currency, and share based payments for the acquisition of joint venture participation
rights;
• Unissued share capital – this reflects the value of equity that management has agreed to issue for
settlement of remuneration, liabilities and funding provided;
• The cost of investment in the joint ventures at fair value on the date of signing the formal joint
venture agreement;
• Retained surplus/accumulated losses – comprise the Group’s cumulative accounting profits and
losses since inception.
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19. Property, plant and equipment
| Motor vehicles – cost | ||
| 31-Dec-24 | ||
| (USD) | ||
| 31-Dec-23 | ||
| (USD) | ||
| Opening balance | - | - |
| Additions in the year | 68,569 | |
| Disposals in the year | - | - |
| Closing balance | 68,569 | - |
| Motor vehicles – depreciation | ||
| Opening balance | - | - |
| Charge in the year | 13,718 | |
| Disposals in the year | - | - |
| Closing balance | 13,718 | - |
| Motor vehicles – net book value | 54,871 | - |
Motor vehicles are depreciated on a straight-line basis over 5 years with a full year of depreciation in
the year of acquisition.
20. Share Capital
20.1 Unissued Share Capital
| 31-Dec-24 | 31-Dec-23 | |||
| Number | USD | Number | USD | |
| Salary Sacrifice | - | - | 6,702,253 | 150,584 |
| - | - | 6,702,253 | 150,584 |
The unissued share capital balance at 31 December 2023 were issued in October 2024.
20.2 Issued Share Capital
| 31-Dec-24 | 31-Dec-23 | |||
| Number | USD | Number | USD | |
| Opening Balance | 712,865,042 | 21,790,174 | 651,615,042 | 20,313,458 |
| Fee sacrifice issued in the year | 40,981,705 | 506,234 | - | - |
| Other shares issued in the year | 13,250,000 | 170,853 | 61,250,000 | 1,476,716 |
| Closing Balance | 767,096,747 | 22,467,261 | 712,865,042 | 21,790,174 |
The shares have no par value.
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49
Issued share capital at 31 December 2024 is represented by:
| 31-Dec-24 | 31-Dec-23 | |||
| Number | % | Number | % | |
| Aidan Bishop* | 73,238,660 | 9.5% | 67,455,536 | 9.5% |
| Charles Barclay** | - | - | 16,291,813 | 2.3% |
| Jonathan Morley-Kirk | 11,495,820 | 1.5% | 5,306,253 | 0.7% |
| Colin Patterson* | 84,916,679 | 11.1% | 74,805,973 | 10.5% |
| Clive Sinclair-Poulton**** | - | - | 50,250,000 | 7.1% |
| Graeme Fulton** | - | - | 6,330,989 | 0.9% |
| Stuart Kemp | 23,034,455 | 3.0% | 11,471,619 | 1.6% |
| Total PDMR | 192,685,614 | 25.1% | 183,978,959 | 25.8% |
| International Gold PTE Limited**/*** | - | - | 50,250,000 | 7.1% |
| Momentum Resources Ltd** | - | - | 34,209,117 | 4.8% |
| Other | 574,411,133 | 74.9% | 444,426,966 | 62.3% |
| Total Non-PDMR | 574,411,133 | 74.9% | 528,886,083 | 74.2% |
| Total Issued Shares | 767,096,747 | 100.0% | 712,865,042 | 100.0% |
* Issued to a related party ** Not a PDMR at 31-Dec-24 *** 100% subsidiary of Southern Gold Limited
20.3 Earnings Per Share
| 12 months to | ||
| 31-Dec-24 | ||
| (USD) | ||
| 12 months to | ||
| 31-Dec-23 | ||
| (USD) | ||
| Basic and diluted earnings per share | (0.0012) | (0.0004) |
| Loss used to calculate basic earnings per share | (897,558) | (253,524) |
| Weighted average number of shares used in calculating | ||
| basic earnings per share | ||
| 724,900,023 | 689,270,949 |
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding and shares to be issued during the period.
In 2024 and 2023, the potential ordinary shares were anti-dilutive as the Group was in a loss making
position and therefore the conversion of potential ordinary shares would serve to decrease the loss
per share from continuing operations. Where potential ordinary shares are anti-dilutive a diluted
earnings per share is not calculated and is deemed to be equal to the basic earnings per share.
The warrants noted in note 16 of the audited financial statements could potentially dilute EPS in the
future.
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20.4 Substantial Shareholders (unaudited)
At 31 December 2024 the following had notified the Company of disclosable interests in 5% or more
of the nominal value of the Company’s shares.
| Number | % | |
| Rene Nominees (IOM) Limited | 145,234,389 | 18.93% |
| Fiske Nominees Limited | 120,815,561 | 15.75% |
| Hargreaves Lansdown (Nominees) Limited | 105,371,749 | 13.74% |
| Interactive Investor Services Nominees Limited | 74,900,015 | 9.76% |
| Vidacos Nominees Limited | 57,236,320 | 7.50% |
The Directors are of the view that at 31 December 2024, and the date of the signing of this Annual
Report, that there is no ultimate controlling party.
21. Related Party Transactions
21.1 Amounts Due to Related Parties
At 31 December 2024 Directors and Key Management Personnel are due USD 26,650 (2022, USD
234,467) in cash and USD Nil (2023, USD 150,584) in unissued share capital.
21.1 Other Related Party Transactions
Directors Remuneration and Key Management Personnel (refer note 7 of the audited financial
statements).
Issued and unissued share capital (refer note 20 of the audited financial statements).
22. Capital Commitments
At 31 December 2024 the Group had not entered into contractual commitments for the acquisition of
property, plant and equipment.
The Group has an office lease with an end date of March 2025 – at 31 December 2024 USD Nil is
payable in respect of the lease.
23. Events After the Reporting Date
There are no reportable events after the reporting date.
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24. Shares in Group Undertakings
During the period the subsidiaries and associate of the Company, including those indirectly held by
the Company, are shown in the following table:
| Percentage of | ||||
| Ordinary Share | ||||
| Capital Held | ||||
| Country of | ||||
| Name of Entity | Nature of Business | Registration | 2024 | 2023 |
| MRL Gold Inc | Batangas Gold Project | Philippines | 100% | 100% |
| Egerton Gold Philippines Inc | Batangas Gold Project | Philippines | 40% | 40% |
| Gubong Project JV Co PTE Ltd* | South Korea Gold Projects | Singapore | 100% | 100% |
| Kochang Project JV Co PTE Ltd** | South Korea Gold Projects | Singapore | 100% | 100% |
* Gubong Project JV Co PTE Ltd is the 100% holder of Gubong Project Co Ltd, whose country of registration is South Korea
(note 11)
** Kochang Project JV Co PTE Ltd is the 100% holder of Geochang Project Co Ltd, whose country of registration is South
Korea (note 11)