213800QLGKFZHML52C512025-01-012025-12-31iso4217:USD213800QLGKFZHML52C512024-01-012024-12-31iso4217:USDxbrli:shares213800QLGKFZHML52C512025-12-31213800QLGKFZHML52C512024-12-31213800QLGKFZHML52C512023-12-31ifrs-full:IssuedCapitalMember213800QLGKFZHML52C512023-12-31bmv:UnissuedsharecapitalMember213800QLGKFZHML52C512023-12-31ifrs-full:RetainedEarningsMember213800QLGKFZHML52C512023-12-31ifrs-full:OtherReservesMember213800QLGKFZHML52C512023-12-31213800QLGKFZHML52C512024-01-012024-12-31ifrs-full:IssuedCapitalMember213800QLGKFZHML52C512024-01-012024-12-31bmv:UnissuedsharecapitalMember213800QLGKFZHML52C512024-01-012024-12-31ifrs-full:RetainedEarningsMember213800QLGKFZHML52C512024-01-012024-12-31ifrs-full:OtherReservesMember213800QLGKFZHML52C512024-12-31ifrs-full:IssuedCapitalMember213800QLGKFZHML52C512024-12-31bmv:UnissuedsharecapitalMember213800QLGKFZHML52C512024-12-31ifrs-full:RetainedEarningsMember213800QLGKFZHML52C512024-12-31ifrs-full:OtherReservesMember213800QLGKFZHML52C512025-01-012025-12-31ifrs-full:IssuedCapitalMember213800QLGKFZHML52C512025-01-012025-12-31bmv:UnissuedsharecapitalMember213800QLGKFZHML52C512025-01-012025-12-31ifrs-full:RetainedEarningsMember213800QLGKFZHML52C512025-01-012025-12-31ifrs-full:OtherReservesMember213800QLGKFZHML52C512025-12-31ifrs-full:IssuedCapitalMember213800QLGKFZHML52C512025-12-31bmv:UnissuedsharecapitalMember213800QLGKFZHML52C512025-12-31ifrs-full:RetainedEarningsMember213800QLGKFZHML52C512025-12-31ifrs-full:OtherReservesMember
Bluebird Mining Ventures Limited
Annual Financial Report
2025
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
1
GROUP INFORMATION
Directors
Sathesan Ganesarajah
Executive Director
Frank Amato
Non-Executive Director
Hernan Yellati
Non-Executive Director
Registered
Office
Harney Westwood & Riegels
Craigmuir Chambers
PO Box 71, Road Town
Tortola VG1110
British Virgin Islands
Auditor
PKF Littlejohn LLP
30 Churchill Place
Canary Wharf
London E14 5R
UK
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 2025
2
CONTENTS
1. Executive Director’s Statement
3
2. Directors’ Report
5
3. Environment, Social and Governance Statement
3.1
14
3.2
14
3.3
14
3.4
16
3.5
16
4. Strategic Report
4.1
17
4.2
18
4.3
19
4.4
20
5. Financial Statements
5.1
21
5.2
27
5.3
28
5.4
29
5.5
30
5.6
31
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
3
1. EXECUTIVE DIRECTOR’S STATEMENT
Since my appointment in June 2025, the Company has undergone a transformational period,
establishing a regulator-approved strategy, building a new team, and transitioning to a gold streaming
and treasury-led business model.
With the transition to a streaming structure, alongside continued partnership exposure in the
Philippines, the Company has repositioned its strategy to focus on gold streaming and royalty
investments. Subject to execution, this approach is intended to generate near-term cash flow and
long-term exposure to physical gold, while reducing operational and development risk; however, this
remains dependent on successful execution of initial transactions.
The Company’s strategy prioritises streaming and royalty arrangements that are intended to generate
cash flow and physical gold exposure, complemented by a disciplined treasury policy. Where possible,
Bitcoin will be used primarily as a payment rail and short-term working capital tool, with exposure
expected to remain a limited proportion of total assets. It will not be held for speculative purposes but
will support efficient settlement, liquidity management and capital deployment.
The Company has made significant progress in building the institutional platform required to support
its new strategy. This includes treasury, custody and execution infrastructure, as well as portfolio
management, risk and reporting systems to support capital deployment at scale. We have focused on
developing funding relationships, including establishing a presence on the OTC Markets, which
provides a more cost-effective and less restrictive route to accessing capital and enhancing visibility in
the US.
In January 2026, the Company successfully published its Secondary Prospectus and completed a
fundraise GBP 619,728, strengthening the balance sheet and supporting execution of its strategy. The
Company subsequently raised GBP 750,000, before commissions, in April 2026, which further
demonstrates confidence and support from investors in our gold streaming and treasury strategy. The
Company’s financial position has been further supported by Directors and Management electing to
receive fees in equity rather than cash, to be issued via the EBT trust established at the time of the
Prospectus.
During and subsequent to the period, the Board has also taken steps to simplify the Company’s capital
structure, formalise legacy arrangements and align management incentives with shareholder value
creation. These actions, together with enhancements to governance and Board composition, position
the Company on a more institutional footing as it progresses its strategy.
The Company has undergone significant leadership changes during the period and I would like to thank
the previous Directors and Management for their contributions and welcome the new Directors and
Board Advisors to this exciting journey that we have all committed to.
To strengthen long-term shareholder and regulator confidence, the Board has committed to
enhancing corporate governance with new Committees to ensure that financial, conflict of interest
and remuneration processes are strengthened and through our commitment to voluntarily adopt the
Quoted Company Alliance (QCA) Corporate Governance Code (as outlined in the Director’s Report).
Further Board enhancements and independent appointments are expected to support the next phase
of growth.
With these building blocks in place, the Board is focused on executing its initial transactions,
generating cash flow, and delivering a re-rating of the Company as a scalable, asset-backed platform.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
4
As previously announced, the Company continues to review its legacy portfolio of historical mining
interest in Asia. Based on work completed to date, the Board does not currently expect these assets
to be monetised in the medium to long term and is therefore exploring disposal options. Further
updates will be provided as appropriate.
In April 2026, the Company entered into an agreement with Digital Carpenters, the data centre
services and solutions provider, to invest in a 4.8MW bitcoin mining project located in Texas, USA.
BMV has completed an initial investment into 4.8MW bitcoin mining project, establishing the
commercial framework, with an option to invest c.US$2.3m over three years. The transaction is
expected to deliver the Company's first revenues in Q2 2026.
In addition, during 2025, the Company acquired a fleet of bitcoin mining machines. Management is
evaluating options to realise value, but given the small number of machines, any outcome is not
expected to have a material impact on the overall business.
2025 has been a year of transition, laying the foundations for our strategic evolution into a focused
gold-streaming, mining and treasury company. We have built the infrastructure and partnerships
required to support scalable growth. Alongside this, we have strengthened the team and Board,
enhancing our financial, operational and governance capabilities to support the next phase of the
Company’s development.
We are making good progress across a pipeline of gold-streaming and bitcoin linked opportunities with
the potential to deliver both near-term cash flow and multi-year growth. Our immediate priority is to
secure transactions designed to generate recurring cash flows and compound capital over time.
As we move through 2026, with a strong opportunity pipeline, established partnerships and
operational platform now in place, the Company believes it is well positioned to scale its portfolio and
deliver sustainable long-term value.
Sath Ganesarajah
Executive Director
30 April 2026
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
5
2. DIRECTORS’ REPORT
The Directors present their report together with the audited financial statements of the Group for the
year ended 31 December 2025.
The Company
Bluebird Mining Ventures Limited, the parent company, is registered and domiciled in the British Virgin
Islands (BVI).
Bluebird Mining Ventures Limited is a gold streaming, mining and treasury company with resource
development interests in South Korea and a passive interest in the Batangas project in the Philippines,
which intends to make investments in other mining assets, with a particular focus on gold projects.
The Company’s strategy will prioritise streaming and royalty arrangements that can generate cash flow
and physical gold exposure and will allocate up to fifteen per cent of funds raised to Bitcoin, used
primarily as a payment rail and short-term working-capital float. Bitcoin will not be held for speculative
purposes but forms part of the Company’s treasury management policy, supporting efficient
settlement and limited diversification.
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 1,289,214 for the year (year to 31 December 2024 showed a loss of USD 897,558 for the year).
The Directors do not recommend the payment of a dividend for the year ended 31 December 2025
(2024: 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 risks for the Company are detailed from page 25 of the January 2026 Prospectus (refer
https://res.cloudinary.com/investorhub/raw/upload/fl_attachment/v1768581453/leaf-
prod/623/documents/Bluebird_Mining_Ventures_Ltd_-_Secondary_Prospectus_tchepx.pdf).
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
6
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 (MTUP) are required in order to
undertake certain work and development in specific land areas classified as ‘mountains’.
In May 2025, the Company announced that the Board of Audit and Inspection (BAI) rejected the MTUP
application submitted by Kochang Project JV Co Pte Ltd. The rejection was based on BAI’s
interpretation of local law, which the Group believes to be incorrect. Following legal advice, the Group
initiated an administrative lawsuit in June 2025, asserting that the MTUP application was complete
and compliant with applicable regulations. The matter is now under review by a Korean court, which
the Group expects will interpret the law in alignment with its legal position.
In November 2020 the appointed Independent Expert valued Southern Gold Limited’s 50% of the
Gubong and Geochang project joint ventures at USD 9.945 million. This, and associated costs, was
settled with the issuance of 200 million BMV shares at GBP 3.6p (USD 5.0 cents), which generated a
gain on acquisition of USD 8.3 million in addition to the recording of a fair value uplift in mines under
development of USD 17.4 million in the Group’s accounts during 2021.
The Company continues to review its legacy portfolio of historical mining interest in Asia. Based on
work completed to date, the Board does not currently expect these assets to be monetised in the
medium to long term and is therefore exploring disposal options.
Batangas Project
In June 2025 the Philippines Mines and Geosciences Bureau of the Department of the Environment
and Natural Resources renewed the Mineral Production Sharing Agreements (MPSA) for a further two-
year period effective from June 2025.
The key condition of the renewal is that a Declaration of Mining Project Feasibility (DMPF), a key
approval that allows for production to commence, is filed within the period. In addition to the DMPF,
the licence holder must also obtain an Environmental Compliance Certificate (ECC), which requires the
completion of an Environmental Impact Assessment Study. In addition to regulatory hurdles, the
Batangas Gold Project’s advancement depends on the local partner’s ability to secure sufficient
financing to fund development and construction.
In July 2025, the Company agreed to sell its interest in the Batangas Gold Project in exchange for a ten
per cent net profit interest in the project in perpetuity over the life of the mine and additional bonus
payments of USD 250,000 at every gold sales milestone of 5,000 oz subject to the average gold price
over the period being over USD 3,000 per oz. This has resulted in the full impairment of post 2019
inter-group investments into the project companies of USD 337,052, which is partially offset by the
recognition of gain on disposal of USD 322,478 (refer note 11 of the audited financial statements).
The Board of Directors have determined not to include these contingent assets in the period ended 31
December 2015 due to the uncertainty related to progressing the project’s permits. This will be
assessed annually as the project advances.
Key Personnel
The Group’s success, both in relation to its resource development activities and its treasury
management depends to a significant extent upon a limited number of key employees – with the
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
7
Group relying on the finance and mining expertise of the Board to assess streaming/royalty
opportunities, including those presented by financing partners. While the loss of one or more key
employees could have a material adverse effect, the Group has endeavoured to ensure that the key
employees are incentivised and will recruit key personnel to implement the strategy as required.
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. The future profitability and viability of the Group’s operations will, in part, depend
upon the market price of mineral commodities, particularly gold. Mineral prices fluctuate widely and
are affected by numerous factors beyond the control of the Company. The price of mineral
commodities has fluctuated widely in recent years and future price declines could have a material
adverse impact on the Group’s business.
Funding Risk
Funds will need to be raised through equity or debt financing, joint ventures, farm-outs, production
sharing arrangements or other means, to deliver the Group’s road and rail strategy. Whilst the
Directors are confident that 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.
Going Concern
The Directors continue to adopt the going concern basis of accounting in preparing the financial
statements (refer note 2 of the audited financial statements).
Key Performance Indicators
Work Program progress at Batangas
The Group will assist its local partner to secure the DPMF and ECC required to complete the work
program at Batangas.
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. 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. Whilst progressing the MTUP application to a successful conclusion at
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
8
Kochang was not achieved in the year ended 31 December 2025, the Directors remain optimistic that
the MTUP will ultimately be granted.
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.
Road and Rail implementation
The Company’s strategy will prioritise streaming and royalty arrangements that can generate cash flow
and physical gold exposure as well as holding Bitcoin as a payment rail and short-term working-capital
float. Bitcoin will not be held for speculative purposes and will form part of the Company’s treasury
management policy, supporting efficient settlement and limited diversification – which may also
include retention of physical gold generated from streaming arrangements as part of the treasury
strategy.
The Company has established KPIs aligned to its “road and rail” strategy to be implemented as
investments are executed. These will measure:
• cash yield from gold streaming activities relative to deployed capital;
• the efficiency of Bitcoin as a payment rail and working capital tool; and
• the rate of capital recycling to support compounding growth in net asset value.
Together, these metrics provide a disciplined framework for capital allocation, ensuring operational
efficiency and supporting the Company’s objective of building a scalable, cash-generative platform.
Company Directors – Current
Position
Appointed
Resigned
Audit
Committee
Remuneration
Committee
Conflicts
Committee*
F. Amato
Non-Exec.
Director
Mar-26
-
Chair
Member
Member
H. Yellati
Non-Exec.
Director
Mar-26
-
Member
Chair
Member
S. Ganesarajah
Executive
Director
Jul-25
-
-
-
-
* The Conflicts Committee (as outlined below) will be chaired by John Webb, whose appointment as Board Advisor was
announced by the Company on 24 March 2026.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
9
Company Directors – Resigned
Position
Appointed
Resigned
Audit
Committee
Remuneration
Committee
J. Morley-Kirk
Non-Exec.
Chairman
Mar-14
Nov-25
Chair
Member
C. Patterson
Non-Exec.
Director
Sep-15
Feb-25
Member
Chair
C. Simonet
Non-Exec.
Director
Jun-25
Jan-26
Member
Chair
A. Bishop
Executive
Director
Mar-14
Jul-25
-
-
On 24 March 2026 the Company confirmed the appointment of Frank Amato and Hernan Yellati as
Board members and John Webb as Advisor to the Board and Chair of the Conflicts Committee.
The purpose of Board Committees are as noted below and members are as outlined in the schedule
of Company Directors above. The Committees were suspended for part of the reporting period with
the Board of Directors undertaking the Committee functions. The Committees were re-established
with the March 2026 appointments.
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.
During the year ended 31 December 2025, the Audit Committee noted that the FRC Revised Ethical
Standard 2019 states that in circumstances where the Audit Committee determine, and the audit firm
agrees, that a degree of flexibility over the timing of rotation of the Audit Engagement Partner is
necessary to safeguard the quality of the audit, the Audit Engagement Partner may continue in this
position for an additional period of up to two years – ie, up to seven years in total.
The Committee believed that an extension of the Audit Engagement Partner was invaluable in order
to maintain the quality of the audit for the Company’s Members as:
• the Company undertook a significant strategic pivot that resulted in changes to the Group
structure and areas of business; and
• the Company has undertaken significant changes to its Board and Management – such that no
members remain in a Board or Executive Management position since the Annual Report 2024;
and thereby
• the knowledge held by Joseph Archer of the commercial and accounting issues that have been
faced by the Company is invaluable to the understanding, implementation and timely delivery of
the Annual Report 2025 audit.
The Board of Directors is pleased that Joseph Archer has agreed to remain as Statutory Auditor for the
current year’s audit and that PKF have ensured that certain safeguards (eg, enhanced second partner
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
10
reviews) were put in place for this report. A new Audit Engagement Partner is expected to be
appointed by PKF Littlejohn LLP for the 2026 audit.
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 procedures which are considered adequate given the size and stage of the business and
the new board will review these accordingly.
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.
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 2025 and 2024 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-25
in the year
to 31-Dec-24
in the year
to 31-Dec-25
in the year
to 31-Dec-24
Executive Directors
S. Ganesarajah
-
-
-
-
A. Bishop*
/
**
45,577
63,771
20,390
34,273
C. Barclay **
-
-
-
6,237
Non-Executive Directors
J. Morley-Kirk**
16,139
8,831
26,612
26,326
C. Simonet**
15,206
-
-
-
C. Patterson*
/
**
-
7,707
3,896
16,654
C. Sinclair-Poulton*
/
**
-
-
-
18,756
Total
76,922
80,309
50,898
102,246
* Equity is issued to an associated party
** Resigned
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
11
All Directors’ remuneration relates to short-term employee benefits. Termination payments of USD
30,275 are included in the schedule of payments due in equity above. Amounts payable in equity relate
to salary sacrifice related to fees only. Directors are the Company’s key management personnel.
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.
Conflicts Committee
The Conflicts Committee was created after the reporting date and is responsible for the independent
review, negotiation, and approval or rejection of transactions where directors, officers, or controlling
shareholders have a material interest, ensuring such matters are managed in the best interests of
shareholders. Established in early 2026 and chaired by Board Advisor John Webb (FCCA), it ensures
related-party transactions are conducted on arm’s-length, commercial terms.
Share Capital
At 31 December 2025 the issued share capital of the Company stood at 863,683,704 – with 96,586,957
new shares having been issued during the year (refer note 20 of the audited financial statements).
In January 2026 the Company issued 1,149,983,767 new shares via a Secondary Prospectus and in April
2026 the Company announced the issuance of 843,333,333 new shares (refer notes 20 and 23 of the
audited financial statements).
At the date of this Report the issued share capital of the Company stood at 2,857,000,804 ordinary
shares.
Substantial Shareholders
At 31 December 2025 the following had notified the Company of disclosable interests in 5% or more
of the nominal value of the Company’s shares.
Number
%
Hargreaves Lansdown (Nominees) Limited
156,365,071
18.1%
Fiske Nominees Limited
106,142,632
12.3%
Interactive Investor Services Nominees Limited
97,021,130
11.2%
Vidacos Nominees Limited
66,158,934
7.7%
Rene Nominees (IOM) Limited
51,335,248
5.9%
HDSL Nominees Limited
43,960,934
5.1%
The Directors are of the view that at 31 December 2025 there was no ultimate controlling party.
Director and PDMR shareholdings are outlined in note 20 of the audited financial statements.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
12
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 2025 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 are required to prepare financial statements in accordance with the rules of the London
Stock Exchange for companies trading securities on the Stock Exchange and 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://bmvbtc.com/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.
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;
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
13
• 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.
Legislation in the BVI 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 2025, have 40% of its Board being women and 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 30 April 2026 and is signed on its behalf.
By Order of the Board
Sath Ganesarajah
Executive Director
30 April 2026
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
14
3. ENVIRONMENT, SOCIAL AND GOVERNANCE STATEMENT
3.1 Overview
The Board of Directors is committed to working with its partners and contractors to develop its gold
and streaming projects 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 it operates.
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 partners and contractors,
proper environmental stewardship is undertaken on its projects; that the Group will work with its
partners to develop environmental management plans prior to commencing production and will
ensure that mining areas are properly maintained and rehabilitated.
The Group will ensure that the majority of the production and support teams in its projects 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. The Group will work with its partners to treat
our team members, contractors and advisors fairly, with respect and to ensure that the projects
comply with local labour legislation. Further, the Group will aim to play a positive social role in all the
locations it operates in and will provide a safe and secure operational environment for all those who
work with the Group.
3.2 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.
3.3 Governance, Strategy, Risk Management, Metrics and Targets
For the year ended 31 December 2025 the Group is not compliant with the TCFD recommendations as
it operated in a pre-production phase and transitioned to a new business model.
The following table includes the Group’s TCFD disclosures and provides the Board’s commitments to
move the Group towards full compliance.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
15
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 Group’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 Group 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 2026 although it expects GHG emissions
and energy usage to remain low until production is commenced.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
16
3.4 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 vehicles
operated in the Group’s projects; 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 had no physical offices or production
facilities during the period, the Board of Directors believes that the Group did not exceed the 40,000
kilowatt-hours (kWh) of energy consumed in the period and that 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.
3.5 Corporate Governance
Whilst the Company is incorporated in the BVI and 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 has ensured that a sound corporate governance policy with consideration of
the UK Corporate Governance Code has been followed in 2025, which will be enhanced in 2026 with
the voluntarily agreement to implement, and report against, the QCA Corporate Governance Code.
This Report was approved by the Board of Directors on 30 April 2026 and is signed on its behalf.
By Order of the Board
Sath Ganesarajah
Executive Director
30 April 2026
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
17
4. STRATEGIC REPORT
The Directors have voluntarily disclosed the Strategic Report for the year ended 31 December 2025
although it is not required under BVI regulations.
4.1 Business Model and Strategy
As the Batangas Gold Project is now being progressed by its Philippine partner and the South Korean
Projects are on care and maintenance due to the permitting issues, the Company has developed
strategies to complement its existing mining interests. The Company will look for other investment
opportunities in the mining sector, with a preference for gold assets, but may invest in other projects
related to other commodities if the investment is on favourable terms. The Company will look to enter
streaming and/or royalty arrangements that provide either a stream of gold or a financial return.
This strategic shift has been accelerated by delays in advancing the Group’s South Korean projects,
reinforcing the Board’s focus on lower-risk, cash-generative opportunities through streaming and
royalty investments.
The Company will invest in projects that will provide:
• near-term operational cashflow;
• structures ranging from senior-secured streams to rolling short-cycle arrangements;
• exposure to both stable producing assets and scalable long-life deposits;
• optional equity participation where it strengthens long-term returns; and
• multi-year visibility on gold deliveries, with scope to recycle flows into future streams.
The Company intends to hold a proportion of its assets in readily realisable assets. The Company has
adopted a treasury policy to put in place a structure for holding those assets. The treasury policy
adopted by the Company is a three limbed strategy.
• The first limb of the strategy is to hold cash, most likely in US Dollars and to a lesser extent Korean
Won and Pounds Sterling which can be deployed to meet operational costs or invest in new projects
as required.
• The second limb of the Company’s treasury strategy is to hold gold. The Company intends to use
the obtain gold through streaming arrangements which should mean that the Company is able to
acquire gold at competitive rates. The Directors believe that gold is a store of value that would give
investors in the Company some direct exposure to gold.
• The third limb of the treasury strategy is limited exposure to Bitcoin, used primarily as a payment
rail and short-term liquidity instrument. The Company will acquire Bitcoin to be used as part of
streaming and royalty agreements, with some of these Bitcoin streaming deals involving the
provision of short-term working capital to miners to finance the gap between extraction of the ore
and final processing.
The Directors consider Bitcoin a global means of settlement, suitable for facilitating payments,
managing temporary working-capital balances, supporting efficient cross-border transactions and
providing limited diversification benefits in light of US-Dollar weakness, inflation, and de-dollarisation
trends. The Company does not view Bitcoin as a speculative investment and does not intend to hold
it for the long term. Exposure will be capped at a maximum fifteen per cent of the Group’s gross assets
and will remain a minor proportion of the Group’s liquid assets, being used only as a short-term
liquidity bridge within structured streaming transactions.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
18
To complement our core focus of gold streaming, BMV is assessing a number of bitcoin-linked
opportunities. These include investments in mining operations, hydro-powered facilities,
infrastructure platforms, and short-duration hashrate contracts, offering a range of return profiles
from stable contracted cashflow to higher-return infrastructure. In addition, the Company is advancing
opportunities in powered land, targeting value creation through access to energy and infrastructure
development.
All bitcoin related activities are structured within a disciplined framework and will continue to be
assessed in line with the Company’s strategic and regulatory parameters.
4.2 South Korea Gold Projects
South Korea is a modern, industrialised economy, a representative democracy and has substantial
infrastructure advantages. The Company continues to review its legacy portfolio of historical mining
interest in Asia. Based on work completed to date, the Board does not currently expect these assets
to be monetised in the medium to long term and is therefore exploring disposal options.
The Gubong Project
Gubong was historically South Korea’s second largest gold producer and the largest during 1930–1943.
While it retains remnant ore between mined blocks and broader exploration potential, the Group has
recognised an impairment to reflect permitting challenges, extended development timelines, and the
revised outlook for near-term value realisation, subject to execution.
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
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.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
19
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.
4.3 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. 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).
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.
In July 2025, the Company agreed to sell its interest in the Batangas Gold Project in exchange for a ten
per cent net profit interest in the project in perpetuity over the life of the mine (refer note 11 of the
audited financial statements).
4.4 Funding
The Group funded its activities during the period by receipts of USD 187,139 from loans entered into
in October 2024 and a share placing of USD 471,213 in June 2025.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
20
The Company announced a share placing of GBP 619,728 in January 2026 and of GBP 750,000, before
commissions, in April 2026. These funds will be used to implement the Company’s road and rail
strategy.
Based on the Group’s recent track record of raising funds the Directors have a reasonable expectation
that additional funding that may be required to meet the Company’s going concern requirements will
be available.
This Strategic Report was approved by the Board of Directors on 30 April 2026 and is signed on its
behalf.
By Order of the Board
Sath Ganesarajah
Executive Director
30 April 2026
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
21
5 FINANCIAL STATEMENTS
5.1 Independent Auditor’s Report to the Members of the Company
Opinion
We have audited the financial statements of Bluebird Mining Ventures Limited (the ‘group’) for the
year ended 31 December 2025 which comprise 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 2025 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's 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:
• Obtaining the directors’ going concern assessment and evaluating the appropriateness of this
assessment.
• Obtaining cashflow forecasts and/or budgets for at least a 12-month period from the approval of
the financial statements, ascertaining the key assumptions in the preparing of this forecast/budget
and assess the reasonableness of such assumptions.
• Comparing previous forecasts and/or budgets to actual performance to assess their reliability.
• Agreeing the inputs to the forecasts and/or budgets to the underlying supporting documentation.
• Comparing forecast income and expenses with recent historical financial information to consider
accuracy of forecasting.
• Agreeing cash balances to the opening working capital position.
• Testing the mathematical accuracy of the forecasts and/or budgets including stress testing the key
assumptions.
• Reviewing of external market factors affecting the Group and their future economic viability, such
as the energy transition, and ensuring this is appropriately reflected in managements forecasts
and/or budgets.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
22
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
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
$446,000 (2024: $399,000) based upon 2% of gross assets (2024: 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 $312,000 (2024:
$270,000) and $22,000 (2024: $19,000) 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 six reporting components of the Group, one is located in the British Virgin Islands and two in
each of South Korea and Singapore. The newly acquired entity in the year is based in the UK. PKF
Littlejohn LLP audited the ultimate parent company, situated in the British Virgin Islands, and all other
reporting components. A full scope audit was performed on the main Parent entity and the other
significant components, an audit of the entity’s trial balance for inclusion in the consolidation was
performed – including proper application of UK-adopted IAS. The Engagement Partner conducted
audit work in the United Kingdom 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. In addition to the matter described in the Material uncertainty related to
going concern section we have determined the matters described below to be the key audit matters
to be communicated in our report.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
23
Key Audit Matter
How our scope addressed this matter
Carrying value of intangible assets (Note 12)
The South Korean Mines Under Development
(“MUD”) balance represents a material
proportion of the Group’s statement of financial
position, totalling $19.816m as at 31 December
2025. No additions were recorded during
the year, and the Group made no operational
progress on either the Gubong or Kochang
projects.
During 2025, there was continued regulatory
stagnation in regards to the Mountain
Temporary Use Permits (“MTUP”):
- The Gubong MTUP remains withdrawn
and has not been reinstated.
- The Kochang MTUP has not been
granted.
- No development, feasibility, or fieldwork
activities were carried out.
Under IFRS 6 management is required to assess
at each reporting date whether indicators of
impairment exist.
At Bluebird, impairment indicators for 2025
include:
- Ongoing delays in securing key mining
permits
- Absence of operational or exploration
activity
- Increased uncertainty over the future
economic viability of the projects
- Long term dependency on regulatory
approvals outside the Group’s control
Given the size of the asset, the absence of
progress, and the inherent judgement within
management’s impairment assessment, we
consider the carrying value of intangible assets a
KAM.
Our work included but was not limited to:
- Reviewing management’s impairment-
indicator assessment in accordance
with IFRS 6 and IAS 36.
- Evaluating whether the continued lack
of MTUP progress, the withdrawal of
the Gubong permit, and the absence of
development activity during 2025
represent indicators of impairment.
- Obtaining management’s impairment
model and assessing whether the key
assumptions applied are reasonable in
the context of the Group’s operational
status, regulatory environment, and
industry expectations.
- Performing sensitivity analysis over key
inputs within the impairment model to
evaluate the robustness of
management’s conclusions and the
level of available headroom.
- Reviewing correspondence with Korean
legal advisers and local consultants to
understand the status of the MTUP
applications and any adverse regulatory
developments and assessing the
reasonableness of any new
submissions.
- Confirming that the Group continues to
hold valid and enforceable exploration
and development rights for both
projects.
- Reviewing Board papers, strategy
updates and RNS announcements to
assess whether management has
credible and supportable plans to
progress the assets.
- Evaluating whether it remains
appropriate for management to
continue capitalising the asset given the
Group's 2025 activity levels and the
status of regulatory approvals.
The directors’ recoverable value assessment,
was considered 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
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
24
at Gubong and after an initial rejection on the
application submitted to Korea’s Board of Audit
Inspection in respect of Kochang was received,
an administrative lawsuit has been filed and the
Group is awaiting the results expected after the
hearing in May 2026. 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 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.
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
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
25
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, Korean Mining Law 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.
• 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 Chapter 3 of Part 16
of the Companies Act 2006. 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
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
26
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) 30 Churchill Place
For and on behalf of PKF Littlejohn LLP Canary Wharf
Statutory Auditor London E14 5RE
30 April 2026
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
27
5.2 Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Note
12 months
12 months
to 31-Dec-25
to 31-Dec-24
(USD)
(USD)
Administrative expenses
6
(1,044,369)
(717,037)
Operating loss
(1,044,369)
(717,037)
Finance expense
9
(229,827)
(136,585)
Share of loss of joint ventures
11
(445)
(43,936)
Impairment/gain on disposal
11
(14,573)
-
Loss before taxation
(1,289,214)
(897,558)
Income tax expense
10
-
-
Loss for the year
(1,289,214)
(897,558)
Exchange difference on translating foreign operations*
167,762
(85,313)
Total comprehensive profit/(loss) for the year
(1,121,452)
(982,871)
Earnings per share:
Basic and diluted earnings per share (USD cents
20
(0.0016)
(0.0012)
per share)
* 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.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
28
5.3 Consolidated Statement of Financial Position
For the year ended 31 December 2025
31-Dec-25
31-Dec-24
Note
(USD)
(USD)
Non-current assets
Mines under development
12
19,816,088
19,816,088
Property, plant and equipment
19
292,249
54,871
Goodwill on acquisition
11
165,010
-
20,27 3,347
19,870,959
Current assets
Trade and other receivables
13
756,976
44,485
Digital assets
11
40,140
-
Cash and cash equivalents
14
91,998
37,026
889,114
81,511
Current liabilities
Trade and other payables
15
(627,300)
(270,265)
Other financial liabilities
16
(353,300)
(683,377)
Derivative financial instruments
16
(338,126)
(108,299)
(1,318,726)
(1,061,941)
Non-current liabilities
Other financial liabilities
16
(256,740)
-
(256,740)
-
Net Assets
19,586,995
18,890,529
Equity
Issued share capital
20
23,038,385
22,467,261
Unissued share capital
20
1,246,794
-
Other reserves
18
100,031
1,262,349
Retained earnings
18
(4,798,215)
(4,839,081)
Total Equity
19,586,995
18,890,529
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.
Sath Ganesarajah Frank Amato
Executive Director Non-Executive Director
30 April 2026 30 April 2026
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
29
5.4 Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Issued
Unissued
Share
Share
Retained
Other
Total
Note
Capital
Capital
Earnings
Reserves
Equity
(USD)
(USD)
(USD)
(USD)
(USD)
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
-
-
-
(85,313)
(85,313)
Total comprehensive
income
-
-
(897,558)
(85,313)
(982,871)
Shares issued/to be
issued (net of
expenses)
20
677,087
(150,584)
-
-
526,503
Total transactions
with owners
677,087
(150,584)
-
-
526,503
At 31-Dec-24
22,467,261
-
(4,839,081)
1,262,349
18,890,529
Loss for the year
-
-
(1,289,214)
-
(1,289, 214)
Share based payment
reserve released
-
-
1,330,080
(1,330,080)
-
Other comprehensive
income for the period
-
-
-
167,762
167,762
Total comprehensive
income
-
-
40,866
(1,162,318)
(1,121,452)
Shares issued/to be
issued (net of
expenses)
20
571,124
1,246,794
-
-
1,817,918
Total transactions
with owners
571,124
1,246,794
- -
1,817,918
At 31-Dec-25
23,038,385
1,246,794
(4,798,215)
100,031
19,586,995
The accompanying accounting policies and notes form an integral part of these financial statements.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
30
5.5 Consolidated Cash Flow Statement
For the year ended 31 December 2025
12 months to
12 months to
31-Dec-24
Note
31-Dec-25
(Re-stated)
(USD)
(USD)
Cash flows from operating activities
Loss before tax for the year
(1,289,214)
(897,558)
Adjusted for:
Depreciation expense
12,622
13,718
Fees payable in equity
167,972
378,702
Fair value expense
229,827
67,729
Finance charge/interest expense
-
68,856
Share of associate loss
445
43,936
Impairment/gain on disposal
14,573
-
Unrealised foreign exchange loss
60,442
39,631
Movement in trade receivables
(3,043)
(23,450)
Movement in trade payables
202,996
(139,507)
Net cash used in operating activities
(603,380)
(447,943)
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
471,213
77,488
Cash received from loans
16
187,139
206,201
Net cash from financing activities
658,352
283,689
Net increase/(decrease) in cash
54,972
(232,823)
Cash and cash equivalents at the start of the year
37,026
269,849
Cash and cash equivalents at the end of the year
91,998
37,026
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.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
31
5.6 Notes to the Financial Statements
For the year ended 31 December 2025
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 BVI. The address
of its registered office is at Harney Westwood & Riegels, Craigmuir Chambers, PO Box 71, Road Town,
Tortola VG1110, British Virgin Islands.
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 2025 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
Whilst the Group has repositioned its strategy to focus on gold streaming and royalty investments it
will continue to raise equity and loan funds for its activities.
At the year end the Group had net current liabilities of USD 91,486 exclusive of fair value liabilities of
USD 338,126 in the year (2024 had net current liabilities of USD 872,131 exclusive of USD 108,299 of
fair value liabilities).
The Directors have prepared cash flow forecasts covering a period of at least 12 months from the date
of approval of these financial statements. These forecasts indicate that the Group is expected to have
sufficient liquidity to meet its obligations as they fall due. The forecasts also include the agreed
settlement of certain fees including those of the Directors through share issues.
In preparing the forecasts, the Directors have considered sensitivities and downside scenarios,
including potential delays in funding and project development. Mitigating actions, including the
deferral of discretionary expenditure, are available to manage cash resources if required.
Based on the Group’s recent track record of raising funds the Directors have a reasonable expectation
that such funding will be available should any further need arise. Accordingly, the Directors consider
it appropriate to adopt the going concern basis in preparing these financial statements.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
32
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 considering 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).
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
33
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.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
34
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 BVI, South Korea,
the Philippines and the United Kingdom (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
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
35
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.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
36
Digital assets
Digital assets not mined by the group are accounted for as intangible assets under IAS 38. These assets
are initially measured at cost and subsequently measured at fair value.
Increases in the carrying amount arising on revaluation of digital assets are credited to other
comprehensive income and shown as other reserves in shareholders’ equity. Decreases that offset
previous increases of the same asset are charged in other comprehensive income and debited against
the fair value reserve directly in equity; all other decreases are charged to the income statement.
The fair value of intangible cryptocurrencies on hand at the end of the reporting period is calculated
as the quantity of cryptocurrencies on hand multiplied by price quoted on two of the leading crypto
websites.
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.
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 (details of unissued share capital for
the reporting year are outlined in note 20 of the audited financial statements).
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
37
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.
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
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.
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;
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
•
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
38
•
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,
the period for which the Group has the right to explore has expired and is not expected
to be renewed.
•
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
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
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 assets and 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);
•
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.
4.17 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
Inputs for the asset or liability that are not based on observable market data (unobservable inputs)
(Level 3).
Motor vehicles
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:
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)
39
Bitcoin machines have not depreciated and a full impairment review has been undertaken in the
reporting year.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
40
5. Segmental Reporting
5.1 Income Statement
For the year ended 31 December 2025
South
BVI
Philippines
Korea
UK
Total
(USD)
(USD)
(USD)
(USD)
(USD)
Administrative costs
(910,203)
(20,269)
(114,342)
-
(1,044,814)
Finance expense
(229,827)
-
-
-
(229,827)
Impairment/gain on disposal
-
(14,573)
-
-
(14,573)
Profit/(loss) for the period
(1,140,030)
(34,842)
(114,342)
-
(1,289,214)
Other comprehensive income
(57,636)
445
224,953
-
167,762
Total comprehensive income
(1,197,666)
(34,397)
110,611
-
(1,121,452)
for the year
5.2 Statement of Financial Position
For the year ended 31 December 2025
South
BVI
Philippines
Korea
UK
Total
(USD)
(USD)
(USD)
(USD)
(USD)
Mines under development
-
-
19,816,088
-
19,816,088
Property, plant and equipment
250,000
-
42,249
-
292,249
Goodwill on acquisition
-
-
-
165,010
165,010
Trade and other receivables
747,827
-
9,149
-
756,976
Digital assets
-
-
-
40,140
40,140
Cash and cash equivalents
91,752
-
152
94
91,998
Total assets
1,089,579
-
19,867,638
205,244
21,162,461
Trade and other payables
(422,056)
-
-
(205,244)
(627,300)
Other financial liabilities –
current
-
-
(353,300)
-
(353,300)
Derivative financial
instruments
(338,126)
-
-
-
(338,126)
Other financial liabilities –
non-current
(256,740)
-
-
-
(256,740)
Net assets
72,657
-
19,514,338
-
19,586,995
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
41
5.3 Income Statement
For the year ended 31 December 2024
BVI
Philippines
South Korea
Total
(USD)
(USD)
(USD)
(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)
5.4 Statement of Financial Position
For the year ended 31 December 2024
BVI
Philippines
South Korea
Total
(USD)
(USD)
(USD)
(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
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
42
6. Loss for the Period Before Tax
12 months to
12 months to
31-Dec-25
31-Dec-24
(USD)
(USD)
Profit/(loss) for the period has been arrived at after
charging the following administrative expenses:
Auditors’ remuneration – current period
68,460
53,667
Directors’ remuneration – Company
127,820
182,555
Staff costs – Group
149,491
93,831
Corporate management fees
176,234
194,998
Legal, professional and consultancy fees
93,773
37,656
Operational expenses
51,562
47,138
Loan fees and interest
-
68,856
Prospectus costs
223,806
-
Fundraising commissions
81,822
4,852
Depreciation
12,622
13,718
Other expenses
58,779
19,766
Total administrative expenses
1,044,369
717,037
7. Remuneration of Key Management Personnel
In accordance with IAS 24 – Related Party transactions and key management personnel, represented
by 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-25
12 months to 31-Dec-24
Payable
Payable
Payable
Payable
in Cash
in Equity
Total
in Cash
in Equity
Total
(USD)
(USD)
(USD)
(USD)
(USD)
(USD)
Directors remuneration –
76,922
50,898
127,820
80,309
102,246
182,555
Company
Other staff costs
137,257
12,234
149,491
69,262
24,569
93,831
Total remuneration
214,179
63,132
277,311
149,571
126,815
276,386
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 or share based benefits.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
43
8. Average Number of Employees
12 months to
12 months to
31-Dec-25
31-Dec-24
(USD)
(USD)
Directors
4
5
Management and Administration
1
1
Mining, Processing and Exploration staff
1
1
6
7
9. Finance Expense/(Gain)
12 months to
12 months to
31-Dec-25
31-Dec-24
(USD)
(USD)
Loan fees and interest
-
68,856
Fair value movement*
229,827
67,729
229,827
136,585
* 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 BVI 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.
12 months to
12 months to
31-Dec-24
31-Dec-25
(Re-stated)
Corporation
Corporation
Tax
Tax
Profit/(loss) before taxation
Rate
(USD)
Rate
(USD)
BVI
0.0%
(1,140,030)
0.0%
(662,587)
Philippines
25.0%
(34,842)
25.0%
(49,306)
South Korea
24.0%
(114,342)
24.0%
(185,665)
United Kingdom
25.0%
-
-
-
Tax losses carried forward not
recognised as a deferred tax asset
2.80%
(1,289,214)
6.34%
(897,558)
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
44
No disallowable expenses were incurred in 2025 (2024: USD Nil). Fair value gains from warrants are
non-taxable gains in 2025 (2024: USD Nil).
As the Company is BVI tax resident it does not claim deferred tax as the BVI operates a zero-rated
tax regime with no corporate income tax, capital gains tax, or withholding tax. As there is no tax
payable on profits now or expected in the future, there are no temporary differences to defer.
11. Other Income/Expense
11.1 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-25
31-Dec-24
(USD)
(USD)
Non-current assets
Deferred exploration costs
-
16,551,515
Current liabilities
Trade and other payables
-
(17,030,651)
Net liabilities
-
(479,136)
Equity
Issued Capital
-
107,588
Retained Earnings
-
(586,724)
Total Equity
Losses for the year ended 31 December 2025 were USD 445 (2024: USD 43,936). The Batangas project
(479,136)
was disposed of in the year ended 31 December 2025 (as noted in the Directors’ Report).
•
11.2 Impairment/gain on disposal
In July 2025 the Company confirmed the Batangas agreement had been executed, which will provide
the Company with:
a 10% profit share from the Philippine gold project in perpetuity over the life of the mine with the
implementation of a transparent dividend policy to ensure cash receipts; and
•
additional bonus payments of USD 250,000 at every gold sales milestone of 5,000 oz subject to the
average gold price over the period being over USD 3,000 per oz.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
45
The Board of Directors have determined not to include these contingent assets in the period ended
31 December 2015 due to the uncertainty related to progressing the project’s permits. This will be
assessed annually as the project advances.
With the disposal of MRL Gold Inc and its associate company, Egerton Gold Philippines Inc, to the
Company’s former JV partner, an impairment review was undertaken and the Company’s investments
in these entities, incurred since the initial impairment in 2019, were written off in the year ended 31
December 2025. The impairment of USD 14,573 relates to investments of USD 289,048 in the MRL
Gold Inc and USD 48,003 in Egerton Gold Philippines Inc, which is partially offset by the recognition of
gain on disposal of USD 322,478.
11.3 Goodwill on Acquisition of Quantum Research & Management Limited
In December 2025, the Company acquired 100% of Quantum Research & Management Limited
("Quantum") for GBP 1. The acquisition provides critical operational infrastructure, including UK
banking access and crypto-custody capabilities, to support the Group’s digital asset strategy, including
an immediate balance sheet benefit through the acquisition of digital assets equivalent to less than
one Bitcoin held within the acquired entity.
A summary of the Net Liabilities acquired is shown below:
09-Dec-25
(USD)
Current assets
Trade and other receivables
1
269,528
Digital Assets
40,140
Bank
94
Current assets
309,762
Current liabilities
Trade and other payables
2
(474,771)
Current liabilities
(474,771)
Net liabilities acquired
(165,009)
Consideration in cash
1
Net liabilities acquired
165,009
Goodwill
165,010
1
Intercompany settlement: included in receivables is GBP 200,000 due from the Company to Quantum. Under IFRS 3, this
pre-existing relationship was effectively settled upon acquisition and eliminated on consolidation.
2
Related Party Disclosure (IAS 24): of the payables assumed, GBP 352,138 is owed to entities owned by Executive Director
Sath Ganesarajah via Skylake LLP (GBP 239,500) and other controlled entities (GBP 112,638). These represent liabilities for
services and assets provided to Quantum prior to acquisition.
The acquisition has been accounted for at fair value and resulted in the recognition of acquired
goodwill of USD 165,010.
The goodwill of USD 165,010 is attributable to the strategic value of the operational infrastructure and
the additional advantage provided by the acquired banking and regulatory access. As these
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
46
components do not meet the criteria for separate recognition as intangible assets under IAS 38, the
Directors have recognised them within goodwill – representing the primary value drivers of the
acquisition expected to deliver future economic benefits as the Group executes its revised strategy.
12. Mines Under Development
31-Dec-25
31-Dec-24
(USD)
(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.
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 2025 and 31 December 2024 due to
operational delays (as noted in the Directors’ Report).
13. Trade and Other Receivables
31-Dec-25
31-Dec-24
(USD)
(USD)
Other receivables
601,482
3,939
Prepayments
155,494
40,546
756,976
44,485
14. Cash and Cash Equivalents
31-Dec-25
31-Dec-24
(USD)
(USD)
Cash at bank
91,998
37,026
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
47
15. Trade and Other Payables
31-Dec-25
31-Dec-24
(USD)
(USD)
Trade and other payables
420,674
217,677
Accruals
206,626
52,588
627,300
270,265
16. Other Financial Liabilities
16.1 Other Financial Liabilities
31-Dec-25
31-Dec-24
(USD)
(USD)
Loan notes held non-related parties
-
330,077
Loan notes held by related parties*
256,740
-
Funds received from Korean consortium
353,300
353,300
610,040
683,377
* The loans, inclusive of USD 68,856 of interest, were repaid to the original lenders in December 2025 on the Company’s
behalf by Skylake Management LLP who have agreed a deferred repayment to December 2028.
16.2 Derivative financial instruments
31-Dec-25
31-Dec-24
(USD)
(USD)
Derivative financial instruments – warrants
338,126
108,299
The warrants issued by the Company are outlined in notes 16.5 and 16.6 of the audited financial statements
16.3 Loans
The Board 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 were repaid in December 2025 on the Company’s behalf by
Skylake Management LLP who have agreed a deferred repayment to December 2028. This loan has
been re-designated as non-current in the reporting period due to the deferment of the loan
repayment to December 2028.
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 2025 and 31
December 2024 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.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
48
16.4 Reconciliation of Liabilities arising from Financing Activities
For the year ended 31 December 2025
Current
Other
Derivative
Financial
financial
Liabilities
instruments
Total
(USD)
(USD)
(USD)
At 31 December 2023
353,300
40,570
393,870
Cash Flows
206,201
-
206,201
Non-cash flows:
Loan charges and interest
68,856
-
68,856
Equity conversion
(66,834)
-
(66,834)
Trade payables
121,854
-
121,854
Fair value changes
-
67,729
67,729
At 31 December 2024 (Re-stated)
683,377
108,299
791,676
Cash Flows
187,139
-
187,139
Non-cash flows:
Equity conversion
(141,887)
-
(141,887)
Trade payables
(118,589)
(118,589)
Fair value changes
-
229,827
229,827
At 31 December 2025
610,040
338,126
948,166
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-25
31-Dec-24
Number
(USD)
Number
(USD)
Issued in April 2016 and outstanding
5,757,924
-
5,757,924
3,605
Issued in period ended 31 December
-
36,600,000
-
2022 and outstanding
Issued in period ended 31 December
61,965,000
-
61,965,000
626
2023 and outstanding
Issued in period ended 31 December
3,000,000
-
89,231,705
104,068
2024 and outstanding
Issued in period ended 31 December
228,260,870
338,126
-
-
2025 and outstanding
Warrants – issued
298,983,794
338,126
193,554,629
108,299
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
49
The warrants were fair valued using a Black Scholes model, based on the following parameters – risk
free rate 4.5% (2024: 3.8%), volatility of 124% for 3 years (2024: 85%) and 170% for 1 year (2024: 73%).
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 298,983,794 warrants
issued during the financial year (2024: 89,231,705).
0.23p
1.25p
1.50p
2.00p
Outstanding at 31-Dec-23
-
-
-
39,779,916
Issued in 2024
-
54,231,705
35,000,000
-
Re-negotiated in 2024
-
-
-
2,500,000
Lapsed in 2024
-
-
-
(9,464,916)
Outstanding at 31-Dec-24
-
54,231,705
35,000,000
32,815,000
Issued in 2025
-
3,000,000
-
Re-negotiated in 2025
228,260,870
(35,000,000)
-
Lapsed in 2025
-
(54,231,705)
(31,600,000)
Outstanding at 31-Dec-25
228,260,870
3,000,000
-
1,215,000
Exercisable at 31-Dec-25
-
3,000,000
-
1,215,000
2.50p
3.50p
5.75p
Total
Warrants
Outstanding at 31-Dec-23
5,000,000
74,750,000
5,757,924
125,287,840
Issued in 2024
-
-
-
89,231,705
Re-negotiated in 2024
-
-
-
2,500,000
Lapsed in 2024
-
(14,000,000)
-
(23,464,916)
Outstanding at 31-Dec-24
5,000,000
60,750,000
5,757,924
193,554,629
Issued in 2025
-
-
-
3,000,000
Re-negotiated in 2025
5,757,924
-
(5,757,924)
193,260,870
Lapsed in 2025
(5,000,000)
-
-
(90,831,705)
Outstanding at 31-Dec-25
5,757,924
60,750,000
-
298,983,794
Exercisable at 31-Dec-25
5,757,924
60,750,000
-
70,722,924
3,000,000 warrants at 1.25p were issued in 2025 as part of the share placing arrangements in October
2024. These warrants expired in January 2026.
5,757,924 warrants issued at 5.75p in the April 2016 Prospectus and were re-negotiated to 2.50p in
2025 to specify an expiry date, which is now July 2026.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
50
35,000,000 warrants at 1.50p were cancelled and 228,260,870 warrants at 0.23p were issued in 2025
due to re-pricing re. the share placing arrangements in June 2025. These warrants will continue to
lapse in September 2027 unless exercised and are only exercisable from March 2026.
On 09 April 2026 the Company announced the agreement to cancel 100,505,435 of the 0.23p warrants
and its expectation to cancel the remaining 0.23p warrants in due course. The number of outstanding
warrants at the date of this Report is 133,513,359 as the 1.25p warrants lapsed in January 2026 and
the 2.0p and 3.50p warrants lapsed in March 2026.
17. Financial Instruments
17.1 Financial Assets measured at Amortised Cost
31-Dec-25
31-Dec-24
(USD)
(USD)
Cash and cash equivalents
91,998
37,026
Other receivables
601,482
3,939
Digital assets
40,140
-
733,620
40,965
17.2 Financial Liabilities measured at Amortised Cost
31-Dec-25
31-Dec-24
(USD)
(USD)
Trade and other payables – current
420,674
217,677
Other financial liabilities – current
-
683,377
Other financial liabilities – non-current
610,040
-
1,030,714
901,054
17.3 Derivative financial instruments measured at Fair Value
31-Dec-25
31-Dec-24
(USD)
(USD)
Derivative financial instruments – warrants
338,126
108,299
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.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
51
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 422,057 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 256,740 loans are due for repayment in December 2028 as Skylake Management
LLP paid the liability and has agreed deferred payment.
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. Bitcoin exposure introduces market and liquidity
risk, which the Board monitors closely. Liquidity 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-25
31-Dec-24
(USD)
(USD)
US Dollars
669
2,000
Sterling
91,177
17,948
Philippine Pesos
-
14,317
Korean Won
152
2,761
91,998
37,026
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
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
52
received in various currencies in order to pay for expected liabilities in that currency. The Group
currently has no currency hedging in place.
The Group’s exposure to financial assets and financial liabilities is as shown in the following tables:
Financial Assets
31-Dec-25
31-Dec-24
(USD)
(USD)
US Dollars
895
5,939
Sterling
732,725
17,948
Philippine Pesos
-
14,317
Korean Won
-
2,761
733,620
40,965
31-Dec-25
31-Dec-24
Financial Liabilities – Current
(USD)
(USD)
US Dollars
808,783
582,470
Sterling
492,827
386,614
Philippine Pesos
-
75,741
Korean Won
17,116
17,116
1,318,726
1,061,941
31-Dec-25
31-Dec-24
Financial Liabilities – Non-current
(USD)
(USD)
Sterling
The Group is exposed to foreign exchange risk arising from various currency exposures primarily with
respect to Sterling. The Group’s management monitors the exchange rate fluctuations on a continuous
basis and acts accordingly.
18. Capital Management
256,740
-
•
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;
•
Unissued share capital – this reflects the value of equity that management has agreed to issue for
settlement of remuneration, liabilities and funding provided;
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
53
• 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.
Momentum Resources Ltd advised that due to the resignations of directors associated with it from
the Company’s Board, that it had agreed to release BMV from its remaining liability to issue
Momentum with 48m BMV shares due under the 24 Mar 2017 agreement between the companies.
The Company has released the USD 1,330,080 share based payment reserve in the year ended 31
December 2025, which is reflected through retained earnings in the Statement of Financial
Performance.
19. Property, plant and equipment
Motor
Bitcoin
Vehicles
Machines
Total
(USD)
(USD)
(USD)
Cost
Balance at 01 January 2025
68,589
-
68,589
Additions in the year
-
250,000
250,000
Balance at 31 December 2025
68,589
250,000
318,589
Depreciation
Balance at 01 January 2025
(13,718)
-
(13,718)
Charge in the year
(12,622)
-
(12,622)
Balance at 31 December 2025
(26,340)
-
(26,340)
Net Book Value at 31 December 2024
54,871
-
54,871
Net Book Value at 31 December 2025
42,249
250,000
292,249
In June 2025, the Company announced the acquisition of 756 ASIC units, comprising a mix of Bitmain
and Canaan models at an acquisition price of USD 250,000, which was settled in equity at the January
2026 Prospectus and subsequently adjusted in April 2026 (refer notes 20 and 23 of the audited
financial statements). These Bitcoin machines have not been depreciated in the current year as they
are held for sale. A full impairment review, which noted that the machines are in as new condition,
has been undertaken.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
54
20. Share Capital
20.1 Issued Share Capital
31-Dec-25
31-Dec-24
Number
USD
Number
USD
Opening Balance
767,096,747
22,467,261
712,865,042
21,790,174
Fee sacrifice issued in the year
-
-
40,981,705
506,234
Other shares issued in the year
96,586,957
571,124
13,250,000
170,853
Closing Balance
863,683,704
23,038,385
767,096,747
22,467,261
The shares have no par value.
Issued share capital is represented by:
31-Dec-25
31-Dec-24
Number
%
Number
%
Sath Ganesarajah***
-
-
-
-
Aidan Bishop*
/
**
-
-
73,238,660
9.5%
Jonathan Morley-Kirk**
-
-
11,495,820
1.5%
Colin Patterson*
/
**
-
-
84,916,679
11.1%
Stuart Kemp**
-
-
23,034,455
3.0%
Total PDMR
-
-
192,685,614
25.1%
Other
863,683,704
100.0%
574,411,133
74.9%
Total Non-PDMR
863,683,704
100.0%
574,411,133
74.9%
Total Issued Shares
863,683,704
100.0%
767,096,747
100.0%
* Issued to a related party
** Not a PDMR at 31-Dec-25
*** Holds a controlling interest in entities issued
shares at the January 2026 Secondary Prospectus
and April 2026
20.2 Unissued Share Capital
31-Dec-25
31-Dec-24
Number
USD
Number
USD
Placing
413,151,989
828,822
-
-
Bitcoin machine purchase
40,000,000
250,000
Fee sacrifice
46,831,778
167,972
-
-
499,983,767
1,246,794
-
-
The unissued share capital balance at 31 December 2025 was issued by Secondary Prospectus in
January 2026. The prospectus included 650,000,000 shares issued to the EBT Trust, which are not
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
55
included in these financial statements as they are a post balance sheet event (refer note 23 of the
audited financial statements).
In April 2026 the Company announced that the share issuances related to the Bitcoin machine
purchase would be adjusted to a total of 133,333,333 shares. The additional 93,333,333 shares were
issued in April 2026 and are not included in these financial statements as they are a post balance sheet
event (refer note 23 of the audited financial statements).
In April 2026 the Company further announced the issuance of 750,000,000 shares for a GBP 750,000
cash raise, before commissions (refer note 23 of the audited financial statements).
The number of shares in issuance at the date of this Report is 2,857,000,804 ordinary shares. This
includes 650,000,000 shares held by the EBT Trust that do not hold voting rights while they are held
by the Trust.
20.3 Earnings Per Share
12 months to
12 months to
31-Dec-25
31-Dec-24
(USD)
(USD)
Earnings per share
(0.0016)
(0.0012)
Loss used to calculate basic earnings per share
1,289,214
(897,558)
Weighted average number of shares used in calculating
819,635,806
724,900,023
basic earnings per share
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 2025 and 2024, 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.
21. Related Party Transactions
21.1 Amounts Due to Related Parties
Directors in office at 31 December 2025 are due USD Nil (2024: USD 26,650) in cash and USD Nil (2024:
USD Nil) in unissued share capital (refer Remuneration Committee section of the Directors’ Report).
On acquisition of Quantum Research and Management Ltd, which was controlled by Executive
Director Sath Ganesarajah before acquisition, GBP 352,138 is owed to entities owned by Executive
Director Sath Ganesarajah – being, GBP 239,500 to Skylake LLP and GBP 112,638 to other controlled
entities (refer note 11 of the audited financial statements). GBP 39,500 was paid to Skylake
Management LLP in April 2026 (refer note 23 of the audited financial statements).
•
21.1 Other Related Party Transactions
Directors Remuneration (refer note 7 of the audited financial statements).
Issued and unissued share capital (refer notes 20 and 23 of the audited financial statements). Shares
issued at the January 2026 Prospectus include fee sacrifice shares to resigned Directors, Bitcoin
machine acquisition shares assigned to Skylake Management LLP, which is managed by Sath
Ganesarajah, and the issuance of shares to the EBT Trust, which is managed by Skylake Management
22. Capital Commitments
At 31 December 2025 the Group had not entered into contractual commitments for the acquisition of
property, plant and equipment and has no operational leases.
23. Events After the Reporting Date
On 16 January 2026 the Company announced the publication of a Secondary Prospectus that issued
1,149,983,767 new shares (refer note 20 of the audited financial statements). The shares were
brought into admission on 22 January 2026 and represented:
413,151,969 shares for a placing of GBP 619,728 (before commissions);
LLP.
•
650,000,000
shares, which was offset by a GBP 968,500 loan to Skylake Management LLP, to an
•
EBT Trust for the settlement of contractor payments and future incentives;
40,000,000 shares for the purchase of Bitcoin machines, with the shares being assigned to Skylake
Management LLP; and
•
On 28 January 2026 the Company announced the appointment of Senior Management and a Board
Advisory Committee to implement the Company strategy (as outlined in the Strategic Report above).
On 24 March 2026 the Company announced the confirmation of the appointments of Frank Amato
and Hernan Yellati as Non-Executive Directors and of Darron Giddens and John Webb as Board
46,831,778 share for fee shares.
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
•
incentives:
Advisors.
On 09 April 2026 the Company announced a number of capital structure changes and management
300,000,000 of the shares held by the EBT Trust are to be issued under a Management Incentive
Plan where the Company’s market capitalisation is between GBP 20,000,000 and GBP
200,000,000;
•
agreement to cancel of 100,505,435 of the 0.23p warrants and the Company’s expectation to
cancel the remaining 0.23p warrants in due course (refer note 16 of the audited financial
statements);
•
deferment of the repayment of GBP 197,200 loans held by Skylake Management LLP to 31
December 2028 (refer note 16 of the audited financial statements);
•
increase in the number of shares to be issued in relation to the June 2025 acquisition of Bitcoin
machines from 40,000,000 to 133,333,333 (refer note 20 of the audited financial statements);
•
payment of GBP 39,950 to Skylake Management LLP in relation to the Bitcoin owned by the
Company via the December 2025 acquisition of Quantum Research and Management Ltd (refer
note 11 of the of the audited financial statements); and
56
Bluebird Mining Ventures Ltd
Annual Financial Report 2025
57
• agreement to various deferred payments to Skylake Management LLP.
On 15 April 2026 the Company announced the issuance of 750,000,000 shares for a GBP 750,000
(before commissions) cash raise.
On 23 April 2026 the Company announced an agreement with Digital Carpenters, a data centre
services and solutions provider, with an option to invest approximately US$2.3m over a three-year
period in a 4.8MW bitcoin mining project located in Texas, USA.
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:
Country of
Percentage of
Ordinary Share
Capital Held
Name of Entity
Nature of Business
Registration
2025
2024
MRL Gold Inc
Batangas Gold Project
Philippines
-
100%
Egerton Gold Philippines Inc
Batangas Gold Project
Philippines
-
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%
Quantum Research & Management
Information Technology
UK
100%
-
Ltd
Services
* 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)