Registered number: 05389216
BLUEJAY MINING PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2022
BLUEJAY MINING PLC
CONTENTS
Company Information
Chairman’s Report
Strategic Report
Directors’ Report
Statement of Directors’ Responsibilities
Corporate Governance Report
Independent Auditor’s Report
Statements of Financial Position
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Statements of Cash Flows
Notes to the Financial Statements
Page
2
3
7
11
14
15
20
25
26
27
28
29
30
31
BLUEJAY MINING PLC
COMPANY INFORMATION
Directors
Robert Edwards (Executive Chairman) – appointed 24 October 2022
Bo Møller Stensgaard (Chief Executive Officer)
Peter Waugh (Non-Executive Director)
Michael Hutchinson (Non-Executive Director)
Company Secretary
Westend Corporate LLP
Registered Office
6 Heddon Street
London
W1B 4BT
Company Number
05389216
Bankers
HSBC Bank plc
129 New Bond Street
London
W1J 2JA
Nominated Adviser and Broker S.P. Angel Corporate Finance LLP
Independent Auditor
Solicitors
Prince Frederick House
35-39 Maddox Street
London
W1S 2PP
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London
E14 4HD
Hill Dickinson LLP
The Broadgate Tower
20 Primrose Street
London
EC2A 2EW
2
BLUEJAY MINING PLC
CHAIRMAN’S REPORT
During the period under review, Bluejay was able to return to the field for the first time post the COVID-19 pandemic.
Both the Enonkoski Nickel-Copper-Cobalt (‘Ni-Cu-Co’) JV Project (‘Enonkoski’) with Rio Tinto in Finland, and the Disko-
Nuussuaq Nickel-Copper-Cobalt-Platinum Group Metals (Ni-Cu-Co-PGM) JV Project (‘Disko’) with KoBold Metals (‘KoBold’)
in Greenland which are both partner-funded, progressed their respective work streams.
Bluejay was also able to complete follow up drilling at the Dundas Ilmenite (Titanium) Project (‘Dundas’), as well as progress
some valuable study work which the team can utilise to inform other studies that we may undertake in Greenland related to
mine delivery.
The year under review also saw the Company assess its strategy, and upon further reflection of the relative merits of the
assets within the portfolio and the results achieved to date, Bluejay has enhanced its focus on those assets that its feels offer
the best risk/reward profile and most deserve the deployment of shareholders’ funds, which is of particular importance in a
market environment that is not cyclically supportive for mineral explorers and developers. Our key objective is to enhance
shareholder value by developing commercial critical mineral discovery opportunities in Greenland and Finland. I am both
encouraged and assured in the knowledge that Bluejay is fortunate to have more than one opportunity within its current asset
base to achieve this.
With this new strategy, each project in Bluejay’s portfolio will get an equal opportunity to compete for shareholders’ funds, so
long as they can demonstrate that they have the potential to maximise value for the Company’s shareholders.
Where assimilation of synergistic projects can be achieved that enhance and upgrade our current portfolio, we will pursue
them providing that there is a strong science and commercial basis to do so. When projects do not meet hurdle rates, they
will be classified as non-core and dealt with appropriately.
Through our strategic review published in late 2022, we determined that one of our 100% owned projects, the Hammaslahti
Copper-Zinc-Silver-Gold (‘Cu-Zn-Ag-Au’) Project (‘Hammaslahti’), strongly met the technical criteria to be able to drive
shareholder value within a relatively short timeframe. Previous work conducted by the Company several years ago delineated
the high potential ‘E-lode’ which is located parallel to historical mine workings. Historically, Hammaslahti produced a total of
seven million tonnes of high-grade Cu-Zn-Ag-Au ore between 1971 and 1986, with all ore lodes remaining open at depth. The
discovery and expansion of E lode makes for a compelling exploration and development platform.
Another of our 100% owned projects that we feel can be meaningful and is certainly of scale, is the Kangerluarsuk Zinc-Lead-
Silver±Cu-Ge (‘Zn-Pb-Ag±Cu-Ge’) Project (‘Kangerluarsuk’) in West Greenland. The results of the airborne survey completed
in 2022 confirmed management’s belief that we are dealing with a large-scale mineralised system. A maiden drilling campaign
at Kangerluarsuk was planned for the summer of 2023, however, due to unseasonal and unexpected sea-ice conditions, we
were unable to progress on this without potentially incurring additional risks and expenditure.
The Enonkoski Ni-Cu-Co JV Project with Rio Tinto progressed during the period and post period, following the ground gravity
survey which commenced in November 2022. This survey showed promising drill targets within the Makkola-Hälvälä target.
This was followed up by a diamond drilling programme undertaken at the Laukunlampi intrusion in early 2023. The aim of this
drilling programme was to demonstrate the presence of strong metal enrichment of economic grades of nickel, copper, and
cobalt.
In the first full exploration field season under the JV structure with Kobold Metals, Disko underwent a significant work
programme which aimed to further delineate and define drill targets of merit. The JV maintains its constructive view of Disko
and is working collaboratively to work up a sound geological model of the district using the extensive historical data overlain
with new perspectives.
At the corporate level, and after careful consideration, the Board of Bluejay no longer deemed the demerger of the Disko
Exploration Ltd. subsidiary and its projects in the best interests of shareholders. Bluejay can achieve more by utilising its
existing platform to unify the expertise of its teams in both Greenland and Finland.
During the period, Bluejay also experienced changes in its Board of Directors and I was proudly appointed Executive
Chairman on 25 October 2022. Since my appointment we have defined a new strategy on the Company’s approach to
developing its assets against a particularly challenging market backdrop. I reiterate that Bluejay will never progress a project
without a sound strategic and commercial basis to do so.
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BLUEJAY MINING PLC
CHAIRMAN’S REPORT
Moving forward in 2023, Bluejay will continue to use its new strategy to explore and develop its projects with the aim to
increase their value to maximise value for its shareholders.
Greenland
During the Period, the first major exploration campaign commenced at the Disko-Nuussuaq JV project. This campaign
targeted massive nickel, copper, cobalt, and platinum group metals. This included 4,500 line-kilometre (‘line-km’) of aerial
geophysical survey, 2,115 line-km of a high-resolution drone magnetic survey and a 3,030 line-km Falcon Airborne Gravity
Gradiometer survey and 3,572 geochemical samples.
The geochemical samples, geophysical data and mapping data from the exploration campaign are currently being integrated
alongside existing data and interpreted by KoBold’s team utilising its AI platforms. More data was gathered than originally
expected during the 2022 season which has prolonged the analysis time required. The final interpretation of the data will allow
the Joint-Venture to prioritise the ratification of mineralisation targets and will form the basis of future work.
Our 100% owned Kangerluarsuk Zn-Pb-Ag±Cu-Ge Project experienced significant development, with an aerial geophysical
survey that covered 587 line-km of gravity gradiometry, magnetic data and terrain data during the period. The positive results
of the aerial survey were fully processed in the fourth quarter of 2022 and have greatly improved the Company’s confidence
in what are now drill ready targets. This is supported by multiple independent datasets that indicate the presence of sulphide
mineralisation and the outcropping of high-grade mineralisation within our licence area.
Historical chip samples results of 41.1% zinc and 45.5% lead and grab samples of 9.3% lead, 1.2% copper and 596 grams
per tonne (‘g/t’) silver confirm that we have a very high potential district under our control, hosting what we believe to be a
major Palaeoproterozoic sedimentary basin immediately to the house and hosted within this basin is the former Black Angel
zinc-lead-silver mine which produced 11 million tonnes of ore grading at 12.6% zinc, 4.1% lead and 29 g/t silver for its former
operators, Cominco (now Teck Resources) and Boliden.
Furthermore, the Geological Survey of Denmark and Greenland (‘GEUS’) has acknowledged Kangerluarsuk as containing
the strongest cluster of stream sediment zinc anomalies in Greenland, with samples up to 2,200 parts per million zinc.
Because of the exciting characteristics Bluejay had allocated part of the proceeds of the up-to US$6 million Subscription from
Towards Net Zero completed in February 2022, for developing the Kangerluarsuk project through a summer drilling campaign,
scheduled for 2023.
However, due to unseasonal and unexpected weather conditions, sea-ice was formed in the fjord leading towards
Kangerluarsuk which prevented the Company from safely operating in the project area on time and on budget. Because of
this, we were unable to continue with the maiden drilling campaign. Kangerluarsuk Zn-Pb-Ag±Cu-Ge Project remains one of
the high priority assets for value creation and we will replan and resume the campaign when it is feasible to do so.
Our understanding of Dundas Ilmenite Project was also advanced significantly during the period, with the publishing of the
Electronic Nautical Charts, conducted by the Danish firm, Geodata, which covers the seaward approach and coastal waters.
Dundas also received official support from the European Raw Material Alliance (‘ERMA’). Of the £5.3 million of fresh equity
raised in March 2022 by the Company, £2.2 million was spent on the summer drilling programme at Dundas. We expect to
receive the revised Mineral Resource Estimate relatively soon.
Consistent with the new strategy as outlined in the Chairman’s Review of late 2022, the Company’s aim is to present a more
realisable way to develop the Dundas project.
Finland
The Enonkoski Ni-Cu-Co JV Project with Rio Tinto also progressed during the period under review and into 2023 with
exploration programmes and surveys revealing new drilling targets.
Between May and July 2022 there was a follow-up drilling programme at Muhelampi, with a total of three new diamond drill
holes, and one drill hole extension, that drilled a total of 1,648.20 metres (‘m’). This was followed by downhole electromagnetic
surveys of selected drill holes and a top bedrock drill programme that consisted of 60 holes, focused on new targets and infill
sampling at the targets tested by the 2021 top of bedrock sampling.
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BLUEJAY MINING PLC
CHAIRMAN’S REPORT
In November 2022 a ground gravity survey was conducted at the Makkola-Hälvälä target in the south-eastern part of the 15km
Enonkoski Ni-Cu-Co Project area. The survey consisted of 670 survey stations with 50m station spacing and 50-100m line
spacing, conducted with the aim to generate new drilling targets. The survey was completed in December and revealed
several new drill targets of interest at the Laukunlampi intrusion, where Bluejay conducted its first exploration programme that
consisted of 1,000-1,500m of follow-up drilling.
The results of the first exploration programme at Enonkoski were very encouraging and have increased the Company’s
confidence in the project area. One of the drill holes returned significant intervals of nickel sulphide-droplets and represents
the highest sulphide content of any hole that has been drilled in the Laukunlampi intrusion to date and has thus extended the
potential search space in the area.
Post Period, a total of 951m was drilled out of the planned 1,000-1,500m campaign, and will be followed-up by another drilling
programme that consists of a single drill depth of 400m. The aim of this follow-up drilling programme is to further test the
current geological model, which indicates that the pyroxenitic units (a favourable rock type in the Laukunlampi intrusion that
hosts Ni-Cu-Co mineralisation) continue to the north-west.
Hammaslahti Cu-Zn-Ag-Au Project received focussed development post period. A 2,000m drill programme conducted on the
E-Lode, confirmed the continuity of the high-grade Cu-Zn-Pb-Au-Ag ore lode. Further indication of the high-grade
mineralisation present at Hammaslahti is the presence of polymetallic mineralisation which is interpreted to be a partially re-
mobilised volcanogenic massive sulphide (“VMS”).
The historical high-grade production, coupled with the presence of polymetallic mineralisation, indicates the potential of the
project to enhance shareholder value. In accordance with the Company’s new strategy, Bluejay has raised £1.3 million in
June 2023 to further the development of Hammaslahti specifically to generate a Mineral Resource Estimate (“MRE”) at the
E-Lode. The conditional divestment of the Company’s Black-Shales assets to Metals One continues.
Financial
In February 2023, Bluejay announced an equity subscription where up to US$6 million would be received from Towards Net
Zero (“TNZ”), consisting of three tranches of US$2 million. However, shortly following the receipt of the first tranche, the
Company took the decision with the pragmatic agreement from TNZ to terminate the arrangement. The decision to return
US$2 million of capital in April 2023 was not taken lightly but was driven by the view that the original benefits of the structure
were outweighed by the risks created by entering into it in the first place, and a simpler funding route was pursued thereafter.
In June 2023, the company successfully raised US$1.7million in new equity from new and importantly existing shareholders
to further the development of Hammaslahti Cu-Zn-Ag-Au Project instead, following the unforeseen weather conditions that
prevented workable access to Kangerluarsuk. These funds will immediately go towards finalising a MRE on Hammaslahti’s
E-Lode as well as General Corporate purposes.
In recognition that current shareholders have already borne a significant burden of risk in the past, Bluejay is in discussions
with two strategic entities with complimentary attributes which we believe have the ability to strengthen both the financial and
technical capabilities of the business as we explore and develop our portfolio of projects. This is aimed to both financially
derisk the business as well as create a unique and powerful combination of skills.
Outlook
Despite a volatile economic and market environment, critical minerals are essential to the global energy transition, and Bluejay
is uniquely positioned to play a pivotal role in helping to secure a global sustainable supply of these essential minerals. The
official support for Dundas from the ERMA further indicates just how strongly Bluejay is positioned to help supply the critical
minerals required to aid the green energy transition and other key industries. Moreover, because Bluejay operates in
jurisdictions that are both well-endowed from a mineralogical perspective, are mining friendly and also unlikely to undergo
political instability or threaten our ownership rights, we are confident that we will succeed in achieving our goal.
To help with our goal of securing a global, sustainable, supply of critical minerals, we have secured and maintained strong
relationships with globally significant partners. We have received significant support from the Greenlandic and Danish
government, as well as partnerships with Rio Tinto, KoBold Metals and an Asian Master Distribution partner for Dundas. In
5
BLUEJAY MINING PLC
CHAIRMAN’S REPORT
total, these partnerships have seen approximately US$40 million contractually committed to a number of its projects and will
help Bluejay significantly advance its portfolio of assets up the value curve.
Located 12km north of the former high-producing Black Angel Zn-Pb-Ag Mine, Kangerluarsuk Zn-Pb-Ag±Cu-Ge Project
represents huge potential for Bluejay and the opportunity to maximise shareholder value. With the results from our surveys
and geological work, we believe that Kangerluarsuk can maximise value for shareholders, and are immensely enthusiastic
about the upcoming drilling programme at the project.
Our ability to pivot and focus on other promising projects when events arise that are out of our control speaks volumes of the
strength of Bluejay’s project portfolio.
I look forward to updating shareholders on the development of Hammaslahti and will provide an update on the maiden drilling
programme at Kangerluarsuk when we have a clearer timeline of when we are able to commence drilling.
I would like to thank all who have supported our endeavours in Greenland and Finland, and our shareholders for their faith in
the long-term potential embedded within the Bluejay proposition as we continue to progress our strategic goals. The
communities, strategic partners and the Bluejay team itself have been immensely supportive in our efforts to develop the
Company’s projects, and their hard work has created an exciting opportunity this season at Hammaslahti.
I look forward to the rest of the year and seeing the progression of our projects, especially Hammaslahti, as we move them
higher up the value curve and continue to realise value from our new strategy.
Robert Edwards
Chairman
29 June 2023
6
BLUEJAY MINING PLC
STRATEGIC REPORT
The Directors of the Company present their Strategic Report on the Group for the year ended 31 December 2022.
Princpal Activities
The principal activity of Bluejay Mining plc (the ‘Company’) and its subsidiaries (together the ‘Group’) is the exploration and
development of precious and base metals. The Company’s shares are listed on the AIM market of the London Stock Exchange
and the open market of the Frankfurt Stock Exchange. The Company is incorporated and domiciled in England.
Strategic approach
The Group’s aim is to create value for shareholders through the discovery and development of economic mineral deposits.
The Group’s strategy is to continue to progress the development of its existing projects in Greenland and Finland and to
evaluate its existing and new mineral resource opportunities with a view to potential joint venture arrangements and/or other
corporate activities.
Organisation overview
The Group’s business is directed by the Board and is managed on a day-to-day basis by the Chief Executive Officer. The
Board monitors compliance with objectives and policies of the Group through monthly performance reporting, budget updates
and periodic operational reviews.
The Board comprises of two Executive Directors and two Non-Executive Directors.
The Corporate Head Office of the Group is located in London, UK, and provides corporate support services to the overseas
operations. Overseas operations are managed out of the Group’s office in Outokumpu, Finland and Nuuk, Greenland.
Review of business
In March 2022, the Group completed a successful equity raise of US$7 million. The funds raised enabled the Company to
complete the necessary feasibility study required for the Dundas Ilmenite Project in Greenland, as it continues to progress
the project into production.
In February 2022, Nikkeli Greenland A/S (“Nikkeli”) was incorporated as the Joint Venture company of Disko Exploration and
partner company Kobold Metals. This incorporation saw the transfer of the necessary Disko license to Nikkeli and in October
2022, the Company announced the successful completion of the 2022 work programme. Further, Kangerluarsuk, the Group’s
Zn-Pb-Ag±Cu-Ge project in central west Greenland, successfully completed an aerial geophysical survey, yielding positive
findings.
In Finland, a drill programme began at the Enonkoski Ni-Cu-Co Project in as part of the JV and earn-in agreement announced
10 November 2020. In September 2022, the 2022 exploration programme completed, continuing to provide high quality
bedrock core samples. The programme enabled large areas covered by till to be geologically mapped adding valuable
information to future target generation.
Historically, Bluejay has led with the Dundas Ilmenite Project, the Disko-Nuussuaq Ni-Cu-Co-PGM Project and the Enonkoski
Ni-Cu-Co Project. However, looking forward, Bluejay will recalibrate their approach, where appropriate, drawing focus on
some of the Company’s lesser-known projects. In particular two projects will receive greater attention in the short term: the
Kangerluarsuk Zn-Pb-Ag±Cu-Ge Project in Greenland (as a result of the successful survey results from last season’s field
programme) and the Hammaslahti Cu-Zn-Ag-Au Project in Finland.
Financial performance review
The profit of the Group for the year ended 31 December 2022 before taxation amounts to £1,664,541(31 December 2021:
loss of £2,706,833).
The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based
on budget versus actual to assess the performance of the Group. The indicators set out below will continue to be used by the
Board to assess performance over the period to 31 December 2022.
The three main KPIs for the Group are as follows. These allow the Group to monitor costs and plan future exploration and
development activities:
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BLUEJAY MINING PLC
STRATEGIC REPORT
KPI
Cash and cash equivalents
Administrative expenses as a percentage of total assets
Exploration costs capitalised during the period
2022
2021
£1,996,957
£2,701,792
4.60%
8.15%
£4,744,690
£2,887,110
Cash has been used to fund the Group’s operations and facilitate its investment activities (refer to the Statements of Cash
Flows on page 30.
Administrative expenses are the expenses related to the Group’s ability to run the corporate functions to ensure they can
perform their operational commitments.
Exploration costs capitalised during the period consist of exploration expenditure on the Group’s exploration licences net of
foreign exchange rate movements.
Principal risks and uncertainties
The management of the business and the execution of the Group’s strategy are subject to a number of risks. The key business
risks affecting the Group are set out below.
Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more
than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on
the Group.
Exploration risks
The exploration and mining business is controlled by a number of global factors, principally supply and demand which in turn
is a key driver of global mineral prices; these factors are beyond the control of the Group. Exploration is a high-risk business
and there can be no guarantee that any mineralisation discovered will result in proven and probable reserves or go on to be
an operating mine. At every stage of the exploration process the projects are rigorously reviewed to determine if the results
justify the next stage of exploration expenditure ensuring that funds are only applied to high priority targets.
The principal assets of the Group comprising the mineral exploration licences are subject to certain financial and legal
commitments. If these commitments are not fulfilled the licences could be revoked. They are also subject to legislation defined
by the Government; if this legislation is changed it could adversely affect the value of the Group’s assets.
Dependence on key personnel
The Group and Company is dependent upon its executive management team and various technical consultants. Whilst it has
entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services
cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and
experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group
grows could have an adverse effect on future business and financial conditions.
Uninsured risk
The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that
cannot be insured against or third party claims that exceed the insurance cover. The Group may also be disrupted by a variety
of risks and hazards that are beyond control, including geological, geotechnical and seismic factors, environmental hazards,
industrial accidents, occupational and health hazards and weather conditions or other acts of God.
Funding risk
The only sources of funding currently available to the Group are through the issue of additional equity capital in the parent
company, convertible loan notes or through bringing in partners to fund exploration and development costs. The Company’s
ability to raise further funds will depend on the success of the Group’s exploration activities and its investment strategy. The
Company may not be successful in procuring funds on terms which are attractive and, if such funding is unavailable, the
Group may be required to reduce the scope of its exploration activities or relinquish some of the exploration licences held for
which it may incur fines or penalties.
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BLUEJAY MINING PLC
STRATEGIC REPORT
Financial risks
The Group’s operations expose it to a variety of financial risks that can include market risk (including foreign currency, price
and interest rate risk), credit risk, and liquidity risk. The Group has a risk management programme in place that seeks to limit
the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance
costs. The Group does not use derivative financial instruments to manage interest rate costs and, as such, no hedge
accounting is applied.
Environmental risk
The Group undertakes its exploration activities in a manner that minimises or eliminates negative environmental impacts
and maximises positive impacts of an environmental nature. Bluejay is a mineral explorer, not a mining company. Hence, the
environmental impact associated with its activities is minimal. To ensure proper environmental stewardship on its projects,
Bluejay conducts certified baseline studies prior to all drill programmes and ensures that areas explored are properly
maintained and conserved.
As an exploration stage business, the Group’s operations are at a relatively small scale. As such, the Group’s environmental
impact is relatively small when compared with larger businesses in the sector. Nevertheless, the Board recognises its
responsibility to protect the environment (particularly as the business scales up) and is fully committed to conserving natural
resources and striving for environmental sustainability, by ensuring that its facilities are operated to optimise energy usage;
minimise waste production; and protect nature and people.
The Group will seek to collect, structure, and effectively disclose related performance data for the material, climate-related
risks and opportunities identified where relevant.
Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole
The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its
members as a whole, as required by s172 of the Companies Act 2006.
The requirements of s172 are for the Directors to:
• Consider the likely consequences of any decision in the long term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company’s employees,
•
• Consider the impact of the Company’s operations on the community and the environment.
Foster the Company’s relationships with suppliers, customers and others, and
The Group operates as an exploration and development of precious and base metals Company, which is inherently
speculative in nature and, without regular income, is dependent upon fund-raising for its continued operation. The nature of
the business is important to the understanding of the Group by its members, employees and suppliers, and the Directors are
as transparent about the cash position and funding requirements as is allowed under FCA regulations. The application of the
s172 requirements are demonstrated throughout this report and the financial statements as a whole, with the following
examples representing some of the key decisions made in 2022 and up to the date of the approval of these financial
statements:
•
Fundraise to fund exploration: during the year, the Board agreed on a $7 million fundraise to finance operations and
complete the necessary feasibility study required for the Dundas Ilmenite Project in Greenland to enable construction
and production at Dundas. Bluejay Directors and officers subscribed for £120,000 worth of Placing Shares, aligning the
interests of the Directors with those of the members.
• Ethical responsibility to the community and the environment: the Board takes seriously its ethical responsibilities
to the communities and environment in which it works. We abide by the local and relevant UK laws on anti-corruption
and bribery. Wherever possible, local communities are engaged in the geological operations and support functions
required for field operations, providing much needed employment and wider economic benefits to the local communities.
In addition, we follow international best practise on environmental aspects of our work. Our goal is to meet or exceed
standards, in order to ensure we obtain and maintain our social licence to operate from the communities with which we
interact.
• Appointment of new director: Expanding organisational capability through appointing experienced Board members to
govern and lead the Company.
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BLUEJAY MINING PLC
STRATEGIC REPORT
The likely consequences of any decision in the long term
The application of the Section 172 (1) requirements can be demonstrated in relation to some of the key decisions made during
the reporting period, including:
• Continuing exploration work on numerous projects over Finland and Greenland
•
•
focusing on strategic partnerships with JV partner
continued assessment of corporate and operational overheads and expenditure
The need to act fairly between members of the Company
After weighing up all relevant factors, the Directors consider which course of action best enables delivery of our strategy over
the long-term, taking into consideration the impact on stakeholders. The Directors believe they have acted in the way they
consider most likely to promote the success of the Company for the benefit of its members as a whole.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The
Company has close ongoing relationships with key private shareholder, analysts and brokers, providing the opportunity to
discuss issues and provide feedback at meetings with the Company. All shareholders are encouraged to attend the
Company's Annual General Meeting and any general meetings held by the Company.
The desirability of the Company maintaining a reputation for high standards of business conduct
The Board periodically reviews and approves clear frameworks, such as the Company’s Code of Business Ethics, to ensure
that its high standards are maintained both within the Group and the business relationships we maintain. This, complemented
by the various ways the Board is informed and monitors compliance with relevant governance standards, help ensure its
decisions are taken and that the Group acts in ways that promote high standards of business conduct.
The interests of the company’s employees
The Board recognises that the Company’s employees, are fundamental and core to our business and delivery of our strategic
ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we
remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the Directors factor
the implications of decisions on employees and the wider workforce, where relevant and feasible.
Developing relationships with the joint venture partners, suppliers and others
Delivering on our strategy requires strong mutually beneficial relationships with suppliers. The Group values all of its suppliers
and aims to build strong positive relationships through open communication and adherence option agreement terms. The
Group is committed to being a responsible entity and doing the right thing for its suppliers and business partners.
The impact of the Company’s operations on the community and the environment
The Group is committed to the highest environmental, social and governance standards both internally within the Group and
externally with its partners. The Group is committed to being a responsible entity in terms of the community and the wider
environment.
Conclusion
The Directors believe that to the best of their wisdom and abilities, they have acted in the way they consider prudent to
promote the success of the Company for the benefit of its members as a whole, in the true spirit of the provisions of Section
172 (1) of the Companies Act 2006.
The Group Strategic Report was approved by the Board on 29 June 2023.
Bo Møller Stensgaard
CEO
10
BLUEJAY MINING PLC
DIRECTORS’ REPORT
The Directors present the Annual Report on the affairs of Bluejay Mining plc together with the Financial Statements for the
year ended 31 December 2022.
Dividends
The Directors do not recommend the payment of a dividend for the year (31 December 2021: £nil).
Directors & Directors’ interests
The Directors who served during the year ended 31 December 2022 are shown below and had, at that time the following
beneficial interests in the shares of the Company:
Roderick McIllree (1)
Peter Waugh
Michael Hutchinson
Bo Møller Stensgaard
Eric Sondergaard (2)
Johannus Hansen (3)
Robert Edwards (4)
31 December 2022
31 December 2021
Ordinary Shares
Options
Ordinary Shares
Options
75,820,635
211,652
142,857
-
-
-
74,677,778
140,224
-
-
-
-
206,428
16,100,000
135,000
16,100,000
-
220,000
-
-
-
17,000,000
-
220,000
-
-
(1) Roderick McIllree resigned on 22 June 2022
(2) Eric Sondergaard appointed 27 January 2022; resigned 2 November 2022
(3)
Johannus Hansen resigned on 26 October 2022
(4) Robert Edwards was appointed on 24 October 2022
Further details on options can be found in Note 15 to the Financial Statements.
Substantial shareholders
The substantial shareholders with more than a 5% shareholding at 29 June 2023 are shown below:
Sandgrove Capital Management LLP
M&G Plc
Roderick McIllree
Corporate responsibility
29 June 2023
Holding
Percentage
158,409,376
136,897,389
75,820,635
14.95 %
12.92 %
7.16 %
Environmental
The Company undertakes its exploration activities in a manner that minimises or eliminates negative environmental impacts
and maximises positive impacts of an environmental nature. Bluejay is a mineral explorer, not a mining company. Hence, the
environmental impact associated with its activities is minimal. To ensure proper environmental stewardship on its projects,
Bluejay conducts certified baseline studies prior to all drill programmes and ensures that areas explored are properly
maintained and conserved. Bluejay is also a member of the European Raw Materials Alliance (“ERMA”) which has a strategic
focus on ensuring access to sustainable raw materials and the creation of environmentally sustainable and socially equitable
innovations and infrastructure.
Health and safety
Bluejay operates a comprehensive health and safety programme to ensure the wellness and security of its employees. The
control and eventual elimination of all work related hazards requires a dedicated team effort involving the active participation
of all employees. A comprehensive health and safety programme is the primary means for delivering best practices in health
and safety management. This programme is regularly updated to incorporate employee suggestions, lessons learned from
past incidents and new guidelines related to new projects with the aim of identifying areas for further improvement of health
and safety management. This results in continuous improvement of the health and safety programme. Employee involvement
11
BLUEJAY MINING PLC
DIRECTORS’ REPORT
is regarded as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and
accidents.
Internal controls
The Board recognises the importance of both financial and non-financial controls and has reviewed the Group’s control
environment and any related shortfalls during the period. Since the Group was established, the Directors are satisfied that,
given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware
that no system can provide absolute assurance against material misstatement or loss, in light of the current activity and
proposed future development of the Group, continuing reviews of internal controls will be undertaken to ensure that they are
adequate and effective.
Further details of corporate governance can be found in the Corporate Governance Report on page 15.
Supplier payment policy
The Group's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are
available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The Group's current policy concerning the payment of trade creditors is to:
•
•
•
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the Group's contractual and other legal obligations.
Going concern
These financial statements have been prepared on the going concern basis, as set out in Note 2.4.
The Directors have prepared cash flow forecasts for the period ending 30 June 2024, which take into account the cost and
operational structure of the Group and Parent Company, planned exploration and evaluation expenditure, licence
commitments and working capital requirements. These forecasts indicate that the Group and parent Company’s cash
resources are not sufficient to cover the projected expenditure for the period of 12 months from the date of approval of these
financial statements. These forecasts indicate that the Group and Parent Company, in order to meet their operational
objectives, and expected liabilities as they fall due, will be required to raise additional funds within the next 12 months.
Whilst the Directors are confident that they will be able to secure the necessary funding, the current conditions do indicate
the existence of a material uncertainty that may cast doubt regarding the applicability of the going concern assumption and
the auditors have made reference to this in their audit report. The Directors are confident in the Company’s ability to raise
additional funds as required, from existing and/or new investors, within the next 12 months. Thus, they continue to adopt the
going concern basis of accounting preparing these financial statements.
Directors’ and Officers’ indemnity insurance
The Group has made qualifying third-party indemnity provisions for the benefit of its Directors and Officers. These were made
during the period and remain in force at the date of this report.
Financial Risk Management Objectives
The Group has disclosed the financial risk management objectives within Note 3 to these Financial Statements.
Events after the reporting period
Events after the reporting period are set out in Note 29 to the Financial Statements.
Future developments
Details of future developments for the Group are disclosed in the Chairman’s Report on page 3.
Provision of information to Auditor
So far as each of the Directors is aware at the time this report is approved:
•
•
there is no relevant audit information of which the Company's auditor is unaware; and
the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that information.
12
BLUEJAY MINING PLC
DIRECTORS’ REPORT
Auditor
PKF Littlejohn LLP has signified its willingness to continue in office as auditor.
This report was approved by the Board on 29 June 2023 and signed on its behalf.
Bo Møller Stensgaard
Director
13
BLUEJAY MINING PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable
law and regulations, including the AIM Rules for Companies.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
elected to prepare the Group and Company Financial Statements in accordance with in accordance with UK-adopted
International Accounting Standards (UK-adopted IAS) in conformity with the requirements of the Companies Act 2006. Under
company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company, and of the profit or loss of the Group for that period. In preparing these
Financial Statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
•
•
state whether applicable UK-adopted IAS in conformity with the requirements of the Companies Act 2006 have been
followed, 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 Group will
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s
and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and
Company, and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and Company, and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website, www.bluejaymining.com. Legislation in the United Kingdom governing the preparation and dissemination
of the Financial Statements may differ from legislation in other jurisdictions.
The Company is compliant with AIM Rule 26 regarding the Company’s website.
The Directors confirm that they have complied with the above requirements in preparing the Financial Statements.
14
BLUEJAY MINING PLC
CORPORATE GOVERNANCE REPORT
The Board of Bluejay Mining plc had adopted the QCA Corporate Governance Code (‘the Code’) as its code of corporate
goverance. The Code is published by the Quoted Companies Allicance (‘QCA’) and is available at www.theqca.com. The key
governance related matter that occurred during the financial year ended 31 December 2022 was the completion and
submission of the Environmental Impact Assessment and Social Impact Assessment reports at the Dundas project, both of
which have been confirmed compliant for the Public Consultation phase.
Corporate Governance Report
The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how
the Company applies each of the principles:
Principle One
Business Model and Strategy
The Board has concluded that the highest medium and long term value can be delivered to its shareholders by the adoption
of a single strategy for the Company. The principal activity of the Group is the exploration and development of precious and
base metals and the aim is to create value for shareholders through the discovery and development of economic resource
deposits.
The Board implements this strategy by focusing investment into the exploration of world-class mineralised domains,
establishing a strict criteria for project selection, utilising industry recognised methods of exploration, developing a results-
driven exploration approach, actively monitoring operational and financial performance, measured against deliverable targets
and budgets and considering alternative commercial options for projects which no longer meet the established criteria of the
Group. This can be summarised as follows:
• Continued development of the Dundas ilmenite project in Greenland toward commercialisation. Key milestones
recently achieved include approval of the exploration and closure plan. Further detail is included in the Chairman’s
Report on pages 3 to 6.
• Work commenced at Disko-Nuussuaq project in Greenland with its joint venture partner
•
First drill programme of 2022 completed at the Enonkoski project with its joint venture partner
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The
Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the
opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are
encouraged to attend the Company’s Annual General Meeting. Investors also have access to current information on the
Company though its website, www.bluejaymining.com, and via Kevin Sheil, Head of Corporate Development and Strategy or
the Company’s PR advisors, BlytheRay who are available to answer investor relations enquiries.
Principle Three
Considering Wider Stakeholder and Social Responsibilities
The Board recognises that the long term success of the Company is reliant upon the efforts of the employees of the Company
and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a range of processes and
systems to ensure that there is close oversight and contact with its key resources and relationships. The Company has close
ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide
feedback to the Company.
Principle Four
Risk Management
In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that procedures
are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the
Company. The risk assessment matrix below sets out those risks, and identifies their ownership and the controls that are in
place. This matrix is updated as changes arise in the nature of risks or the controls that are implemented to mitigate them.
15
BLUEJAY MINING PLC
CORPORATE GOVERNANCE REPORT
The Audit Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis. The following
principal risks and controls to mitigate them, have been identified:
Activity
Operation
Risk
Injury to staff
Regulatory adherence
Breach of rules
Strategic
Market downturn
Failure to deliver
commerciality
Impact
Control(s)
Injury to staff whilst
operating heavy
machinery in remote
location
Censure or withdrawal of
authorisation
Change in Macro
economic conditions
Inability to secure offtake
agreements
Creating a safe working environment
through strict procedures and
regular training
Strong compliance regime instilled at
all levels of the Company
Ongoing monitoring of economic
events and markets.
Active marketing and experienced
management
Financial
Misappropriation of
Funds
Fraudulent activity and
loss of funds
Robust financial controls and split of
duties
IT Security
Loss of critical financial
data
Regular back up of data online and
locally
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal
control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day
to day control exercised by the executive Directors. However, the Board will continue to monitor the need for an internal audit
function. The Board works closely with and has regular ongoing dialogue with the outsourced finance function and has
established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
Principle Five
A Well Functioning Board of Directors
As at the date hereof the Board comprised, the CEO Bo Møller Stensgaard, the Executive Chairman Robert Edwards, and
two Non-Executive Directors, Peter Waugh and Michael Hutchinson. Biographical details of the current Directors are set out
within Principle Six below. Executive and Non-Executive Directors are subject to re-election at intervals of no more than three
years. The letters of appointment of all Directors are available for inspection at the Company’s registered office during normal
business hours.
The Board meets at least three times per annum. It has established an Audit Committee, Remuneration Committee and AIM
Compliance Committee, particulars of which appear hereafter. The Board has agreed that appointments to the Board are
made by the Board as a whole and so has not created a Nominations Committee. The Non-Executive Directors are considered
to be part time but are expected to provide as much time to the Company as is required. The Board considers that this is
appropriate given the Company’s current stage of operations. It shall continue to monitor the need to match resources to its
operational performance and costs and the matter will be kept under review going forward. Michael Hutchinson and Peter
Waugh are considered to be Independent Directors.
The Company shall report annually on the number of Board and committee meetings held during the year and the attendance
record of individual Directors. In order to be efficient, the Directors meet formally and informally both in person and by
telephone. To date there have been at least quarterly formal and informal meetings of the Board, and the volume and
frequency of such meetings is expected to continue at this rate.
16
BLUEJAY MINING PLC
CORPORATE GOVERNANCE REPORT
Details of the Directors’ attendance at the Board meetings are set out below:
Roderick McIllree (1)
Robert Edwards (2)
Michael Hutchinson
Peter Waugh
Bo Møller Stensgaard
Johannus Egholm Hansen (3)
Eric Sondergaard (4)
Meetings Attended
6
1
10
9
10
8
8
Meetings eligible to
attend
6
1
10
10
10
9
9
(1) Roderick McIllree resigned 22 June 2022
(2) Robert Edwards was appointed 24 October 2022
(3)
(4) Eric Sondergaard appointed 27 January 2022; resigned 2 November 2022
Johannus Egholm Hansen resigned 26 October 2022
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of four Directors and, in addition, the Company has employed the services of Westend Corporate
LLP to act as the Company Secretary. The Company is satisfied that given its size and stage of development, between the
Directors, it has an effective and appropriate balance of skills and experience across technical, commercial and financial
disciplines. The Director’s experience and skills are listed on the company’s website, www.bluejaymining.com,
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal
or informal.
Robert Edwards
Executive Chairman
Bo Møller Stensgaard
Chief Executive Officer
Micheal Hutchinson
Non-Executive Director
Chairman of the Remuneration Committee and Member of the Audit Committee and AIM Compliance Committee.
Peter Waugh
Independent Non-Executive Director
Chairman of the AIM Compliance Committee, Audit committee and member of the Remuneration Committee.
Where necessary the Board has engaged external professional consultants on an ongoing basis to ensure the Company is
meeting it’s strategies. The key advisers to the Company are SP Angel Corporate Finance LLP, BlytheRay and Hill Dickinson.
The Board have ensured that the all external advisers are knowledgable and provide the required skillset.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committees and individual Directors is to be undertaken on an annual basis and on a
three-yearly cycle. The Board has not yet had any internal reviews. The internal reviews will be in the form of peer appraisal
and discussions to determine the effectiveness and performance of the various governance components, as well as the
Directors’ continued independence.
The results and recommendations that come out of the appraisals for the Directors shall identify the key corporate and
financial targets that are relevant to each Director and their personal targets in terms of career development and training.
Progress against previous targets shall also be assessed where relevant.
17
BLUEJAY MINING PLC
CORPORATE GOVERNANCE REPORT
Principle Eight
Corporate Culture
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a
whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the
Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate
governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to
its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a
manner that encourages open dialogue with the Board. A large part of the Company’s activities are centred upon what needs
to be an open and respectful dialogue with employees, clients and other stakeholders.
Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully
achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that
this flows through all that the Company does. The Directors consider that at present the Company has an open culture
facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has
adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors’ and employees’ dealings
in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the
requirements of the Market Abuse Regulation which came into effect in 2016.
Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company’s activities rests with the Board, the respective responsibilities of the
Chairman and Chief Executive Officer arising as a consequence of delegation by the Board. The Board has adopted
appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for
the effectiveness of the Board, while management of the Company’s business and primary contact with shareholders has
been delegated by the Board to the Chief Executive Officer.
Audit Committee
The Audit Committee comprises Peter Waugh and Michael Hutchinson, and Peter Waugh chairs this committee. This
committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance
of the Company is properly measured and reported. It receives reports from the executive management and auditors relating
to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The
Audit and Committee shall meet not less than twice in each financial year and it has unrestricted access to the Company’s
auditors.
Remuneration Committee
The Remuneration Committee comprises Peter Waugh and Michael Hutchinson, and Michael Hutchinson chairs this
committee. The Remuneration Committee reviews the performance of the executive Directors and employees and makes
recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration
Committee also considers and approves bonuses, the granting of share options pursuant to the share option plan and the
award of shares in lieu of bonuses pursuant to the Company’s Remuneration Policy.
AIM Compliance Committee
The AIM Compliance Committee comprises Michael Hutchinson and Peter Waugh. Peter Waugh chairs this committee. The
AIM Compliance Committee is responsible for the coordinating and monitoring the Company’s regulatory responsibilities
including liaising with the Nomad and the London Stock Exchange as necessary. The purpose of the AIM compliance
committee is to designate responsibility of ensuring best practice and application of the defined corporate governance
procedures.
Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a
Nominations Committee.
Non-Executive Directors
The Board has adopted guidelines for the appointment of Non-Executive Directors which have been in place and which have
been observed throughout the year. These provide for the orderly and constructive succession and rotation of the Chairman
and non-executive Directors insofar as both the Chairman and non-executive Directors will be appointed for an initial term of
three years and may, at the Board’s discretion believing it to be in the best interests of the Company, be appointed for
subsequent terms. The Chairman may serve as a Non-Executive Director before commencing a first term as Chairman.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the
success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence;
a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a
proposed transaction or arrangement.
18
BLUEJAY MINING PLC
CORPORATE GOVERNANCE REPORT
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The
Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the
opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are
encouraged to attend the Company’s Annual General Meeting.
Investors also have access to current information on the Company though its website, www.bluejaymining.com, and via Kevin
Sheil, Head of Corporate Development and Strategy or the Company’s PR advisors, BlytheRay who are available to answer
investor relations enquiries.
The Company shall include, when relevant, in its annual report, any matters of note arising from the Audit or Remuneration
committees.
Peter Waugh
Non-Executive Director
29 June 2023
19
BLUEJAY MINING PLC
INDEPENDENT AUDITOR’S REPORT
As at 31 December 2022
Opinion
Company number: 05389216
We have audited the financial statements of Bluejay Mining Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for
the year ended 31 December 2022 which comprise the Consolidated and Parent Company Statement of Financial Position,
the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent
Company Statement of Changes in Equity, the Consolidated and Parent Company Statements of Cash Flows 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 and as regards the parent company
financial statements, as applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as
at 31 December 2022 and of the group’s loss for the year then ended;
the group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards;
the parent company financial statements have been properly prepared in accordance with UK-adopted international
accounting standards and as applied in accordance with the Companies Act 2006; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.4 in the financial statements, which indicates that the group and parent company's ability to
continue as a going concern is highly dependent on its ability to raise additional funds within the next twelve months from the
approval of these financial statements. The outcome of this fundraise is contingent upon the appetite of investors and
prevailing market conditions.
As stated in note 2.4, these events or conditions, indicate that a material uncertainty exists that may cast significant doubt on
the group and parent company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s and parent
company’s ability to continue to adopt the going concern basis of accounting included:
a) Reviewing management's assessment of going concern, including their evaluation of future funding requirements
b) Determining if all relevant information, including forecast expenditure, has been appropriately included in the
assessment of going concern.
c) Analysing cash flow forecasts and budgets, assessing the historical accuracy and consistency of the forecasts.
d) Checking the mathematical accuracy of the cash flow forecasts and budgets.
e) Considering the cash position at and after the year-end.
f) Reviewing the reasonable worst-case forecast scenario prepared by management and evaluating the financial
resources available to address this scenario.
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 quantitative and qualitative thresholds for materiality determine the scope of our audit and the nature, timing and extent
of our audit procedures. The materiality for the financial statements as a whole applied to the group financial statements was
The Notes on pages 31 to 57 form part of these Financial Statements.
20
BLUEJAY MINING PLC
INDEPENDENT AUDITOR’S REPORT
As at 31 December 2022
Company number: 05389216
£360,000 (2021: £328,000) based on 1% of total assets. The materiality has been based on total assets as the Group is in
the exploration and development phase of its operations and is not revenue generating or profit making. We consider total
assets to be one of the principal considerations for users of the financial statements. The performance materiality for the
group was £216,000 (2021: £196,800). The materiality for the financial statements as a whole applied to the parent company
financial statements was £27,000 (2021: £39,000) based on 2% of the net assets(excluding investments in subsidiaries of
£43,016,524). The performance materiality for the parent company was £16,200 (2021: £23,400). For each component in the
scope of our group audit, we allocated a materiality that was less than our overall group materiality. We use performance
materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit
and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. As a group whose trade is in the process of expanding through product development and existing
product revenue streams, loss before tax was considered the most appropriate benchmark to shareholders.
We agreed with those charged with governance that we would report all differences identified during the course of our audit
in excess of £18,000 (2021: £16,400) for the group and £1,350 (2021: 1,950) for the parent company.
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, including review of group’s future exploration plans to support impairment
assessment of intangible assets. As in all of our audits, 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.
Of the 9 components of the group, a full scope audit was performed on the complete financial information of 4 components,
a limited scope review was performed on a component assessed as material and the remaining components were subject to
analytical review as they were not significant or material to the group.
Of the 9 reporting components of the group, 2 components located in Finland and 2 components located in Greenland are
audited by a component auditor operating under our instruction. The audit of the remaining components was conducted in
London by PKF Littlejohn LLP, utilizing a team with specific experience in auditing mining exploration entities and publicly
listed entities. The Senior Statutory Auditor interacted regularly with the component audit teams during all stages of the audit
and was responsible for the scope and direction of the audit process. This, in conjunction with additional procedures
performed, gave us appropriate evidence for our opinion on the group and parent company 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.
Key Audit Matter
How our scope addressed this matter
Carrying value of intangible assets (refer note 7)
The Group’s exploration and evaluation assets per Note
7 of the financial statements represent a significant
asset on the consolidated statement of financial
position. See Note 2.7 and Note 4 for details of the
accounting policy and critical accounting estimate and
judgements relating to this key audit matter.
Our work included:
• Reviewing publicly available information and other
relevant audit evidence to assess potential indicators
of impairment that may not have been identified by
management.
• Evaluating the Group's accounting policy for
The Group has significant
intangible assets of
£31,850,128 related to the Dundas Titanium Project in
Greenland, the Disko projects in Greenland, and a
portfolio of copper, zinc, and nickel projects in Finland,
which represent approximately 83% of the Group's total
assets as of December 31, 2022.
The Notes on pages 31 to 57 form part of these Financial Statements.
recognizing exploration and evaluation expenditures.
• Enquiring about the future plans for each license,
including obtaining cashflow projections where
necessary and corroborating with minimum spend
requirements attached to licenses.
21
BLUEJAY MINING PLC
INDEPENDENT AUDITOR’S REPORT
As at 31 December 2022
The risk associated with the Group's exploration and
evaluation assets is that they are subject to significant
estimation and judgment by management, given the
inherent uncertainty involved in assessing the carrying
value of exploration projects. The ongoing review for
indicators of impairment adds complexity to the
estimation and judgment required by management, and
given the financial significance of these assets to the
Group's financial statements, we have identified this
risk as a key audit matter.
investments
Net
in subsidiaries,
intercompany receivables (refer note 8)
including
in
The parent company’s net investment in subsidiaries is
. The recoverability of the investments in subsidiaries
(including intercompany receivables) is intrinsically
linked to the successful development of the underlying
development and exploration assets as the main assets
held in the subsidiaries’ investments is that of the
development and exploration license.
The valuation of the exploration projects and other
assets held by the subsidiaries is based on judgments
and estimates made by the Directors. The exploration
projects are at an early stage of exploration and
therefore there are continued risks pertaining to the
successful development as well as the assessment of
the commercial viability of the exploration assets.
There is a risk that the judgments and estimates made
by the Directors may not be reliable, which could result
in a material misstatement in the carrying value of the
investments in subsidiaries and related intercompany
receivables.
the
financial
Given
the
estimation/judgment required by management, we have
identified the risk of recoverability of receivables and
investments in subsidiaries as a key audit matter.
significance
and
Company number: 05389216
• Reviewing the indicators of impairment listed in IFRS
6, including internal and external technical reports,
such as ESIA reports and application documents for
exploitation licenses, and any correspondence with
regulatory agencies.
• Receiving reporting deliverables and reviewing the
audit work of component auditors to confirm
compliance with legal requirements and the renewal of
exploration licenses.
• Reviewing the financial statement disclosures
regarding impairment assumptions and sensitivities to
ensure their appropriateness and adherence to the
accounting framework.
Our work included:
• Obtaining and reviewing the impairment review for all
investments held from management, including the net
investment in subsidiaries and related intercompany
receivables for each subsidiary, and corroborating the
assumptions made to third-party evidence and key
external reports.
• Reviewing component auditor responses in relation to
the Group's subsidiaries, including any indications of
impairment or changes in the recoverability of the
investments in each subsidiary.
• Reviewing the value of the net investment in
subsidiaries against the underlying assets, including
exploration projects and other assets held by the
subsidiaries, and verifying and corroborating the
judgments and estimates used by management to
assess the recoverability of investments and
intercompany receivables.
• An assessment of the adequacy and appropriateness
of the disclosures related to the investments in
subsidiaries and related intercompany receivables in
the financial statements.
• Based on the procedures performed we found the
judgement and estimates made by management in
their impairment assessment of the investments held
in subsidiaries are reasonable.
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 group and parent company financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
The Notes on pages 31 to 57 form part of these Financial Statements.
22
BLUEJAY MINING PLC
INDEPENDENT AUDITOR’S REPORT
As at 31 December 2022
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
Company number: 05389216
•
•
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
group and parent company 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 group and parent company financial statements, the directors are responsible for assessing the group and
the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered 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 parent company and the sector in which they operate 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 and the application of our
cumulative audit knowledge and experience of the sector.
• We determined the principal laws and regulations relevant to the group and parent company in this regard to be
those arising from AIM rules and the Companies Act 2006 and local mining and exploration regulations applicable
to the subsidiaries.
• We designed our audit procedures to ensure the audit team considered whether there were any indications of non-
compliance by the group and parent company with those laws and regulations. These procedures included, but were
not limited to enquiries of management, review of minutes and RNS announcements and review of legal and
regulatory correspondence.
The Notes on pages 31 to 57 form part of these Financial Statements.
23
BLUEJAY MINING PLC
INDEPENDENT AUDITOR’S REPORT
As at 31 December 2022
Company number: 05389216
• 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 the
potential for management bias was identified in relation to the impairment assessment of intangible assets. We
addressed this by challenging the assumptions and judgements made by management when evaluating any
indicators of impairment.
• 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.
• As part of the group audit, we have communicated with component auditors the fraud risks associated with the group
and the need for the component auditors to address the risk of fraud in their testing. To ensure that this has been
completed, we have reviewed component auditor working papers in this area and obtained responses to our group
instructions from the component auditors.
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 company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone, other than the company and the company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
Daniel Hutson (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
29 June 2023
15 Westferry Circus
Canary Wharf
London E14 4HD
The Notes on pages 31 to 57 form part of these Financial Statements.
24
BLUEJAY MINING PLC
STATEMENT OF FINANCIAL POSITION
As at 31 December 2022
Non-Current Assets
Property, plant and equipment
Intangible assets
Investment in subsidiaries
Investment in Joint Venture
Current Assets
Trade and other receivables
Cash and cash equivalents
Total Assets
Non-Current Liabilities
Deferred tax liabilities
Current Liabilities
Group
Company
31 December
2022
31 December
2021
31 December
2022
31 December
2021
Note
£
£
£
£
6
7
8
1,718,337
1,802,379
26,230
30,651
31,850,128
27,922,589
-
-
-
25
4,470,787
-
-
43,016,524
34,509,322
-
-
38,039,252
29,724,968
43,042,754
34,539,973
9
10
995,129
228,909
255,063
564,181
1,996,957
2,701,792
1,366,568
2,534,964
2,992,086
2,930,701
1,621,631
3,099,145
41,031,338
32,655,669
44,664,385
37,639,118
12
496,045
496,045
496,045
496,045
-
-
-
-
Trade and other payables
11
524,286
630,833
281,589
365,175
524,286
630,833
281,589
365,175
Total Liabilities
1,020,331
1,126,878
281,589
365,175
Net Assets
40,011,007
31,528,791
44,382,796
37,273,943
Equity attributable to owners of the Parent
Share capital
Share premium
Other reserves
Retained losses
Total Equity
14
14
16
7,492,041
7,484,355
7,492,041
7,484,355
60,903,995
55,705,882
60,903,995
55,705,882
(5,635,169)
(7,213,274)
1,377,303
1,292,323
(22,749,860)
(24,448,172)
(25,390,543)
(27,208,617)
40,011,007
31,528,791
44,382,796
37,273,943
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the Parent
Company Income Statement and Statement of Comprehensive Income. The profit for the Company for the year ended 31
December 2022 was £1,784,303 (loss for year ended 31 December 2021: £3,486,819).
The Financial Statements were approved and authorised for issue by the Board of Directors on 29 June 2023 and were signed
on its behalf by:
Bo Møller Stensgaard
Chief Executive Officer
The Notes on pages 31 to 57 form part of these Financial Statements.
25
BLUEJAY MINING PLC
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2022
Continued operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Share of (losses) from joint venture
Increase in share of net assets on joint venture
Other (losses)
Foreign exchange gain
Operating loss
Finance income/(expense)
Other income
Profit/(loss) before income tax
Income tax
Profit/(loss) for the year attributable to owners of the Parent
Basic and Diluted Earnings Per Share attributable to owners of the
Parent during the period (expressed in pence per share)
Note
Year ended
31 December
Year ended 31
December
2022
£
-
2021
£
-
24
(629,930)
(199,844)
(629,930)
(199,844)
2424
(1,886,271)
(2,662,046)
25
25
21
19
20
22
23
(71,956)
2,457,596
(112,533)
103,543
-
-
(46,072)
18,235
(139,551)
(2,889,727)
2,653
1,801,439
(4,251)
187,145
1,664,541
(2,706,833)
-
-
1,664,541
(2,706,833)
0.16p
(0.28)p
The Notes on pages 31 to 57 form part of these Financial Statements.
26
BLUEJAY MINING PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022
Profit/(loss) for the year
Other Comprehensive Income:
Items that may be subsequently reclassified to profit or loss
Currency translation differences
Other comprehensive income/(losses) for the year, net of tax
Year ended 31
December
2022
Year ended 31
December
2021
£
£
1,664,541
(2,706,833)
1,493,125
(1,640,140)
3,157,666
(4,346,973)
Total Comprehensive Income/(losses) attributable to owners of the Parent
3,157,666
(4,346,973)
The Notes on pages 31 to 57 form part of these Financial Statements.
27
BLUEJAY MINING PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
Note
Share capital
£
Share
premium
£
Other
reserves
£
Retained losses
£
Total
£
Balance as at 1 January 2021
7,484,232
55,620,034
(6,220,719)
(21,749,624)
35,133,923
Loss for the year
Other comprehensive income for the
year
Items that may be subsequently
reclassified to profit or loss
Currency translation differences
Total comprehensive income/(losses)
for the year
Share based payments
Issued Options
Exercised options
Total transactions with owners,
recognised directly in equity
-
-
-
-
-
-
-
(2,706,833)
(2,706,833)
(1,640,140)
-
(1,640,140)
(1,640,140)
(2,706,833)
(4,346,973)
14
15
15
123
85,848
-
-
-
-
-
655,870
(8,285)
123
85,848
647,585
-
-
8,285
8,285
85,971
655,870
-
741,841
Balance as at 31 December 2021
7,484,355
55,705,882
(7,213,274)
(24,448,172)
31,528,791
Balance as at 1 January 2022
7,484,355
55,705,882
(7,213,274)
(24,448,172)
31,528,791
Profit for the year
Other comprehensive income for the
year
Items that may be subsequently
reclassified to profit or loss
Currency translation differences
Total comprehensive income/(losses)
for the year
Issue of share capital
Share based payments
Expired options
Total transactions with owners,
recognised directly in equity
-
-
-
-
-
-
-
1,664,541
1,664,541
1,493,125
-
1,493,125
1,493,125
1,664,541
3,157,666
14
15
15
7,686
5,198,113
-
-
-
-
-
118,751
(33,771)
-
-
5,205,799
118,751
33,771
-
7,686
5,198,113
84,980
33,771
5,324,550
Balance as at 31 December 2022
7,492,041
60,903,995
(5,635,169)
(22,749,860)
40,011,007
The Notes on pages 31 to 57 form part of these Financial Statements.
28
BLUEJAY MINING PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022
Note
Share
capital
£
Share
premium
£
Other
reserves
£
Retained
losses
£
Total equity
£
Balance as at 1 January 2021
7,484,232
55,620,034
644,738
(23,730,083)
40,018,921
Loss for the year
Total comprehensive income for the
year
Share based payments
Issued Options
Exercised options
Total transactions with owners,
recognised directly in equity
14
15
15
-
-
-
-
123
85,848
-
-
-
-
-
655,870
(8,285)
(3,486,819)
(3,486,819)
(3,486,819)
(3,486,819)
-
-
8,285
85,971
655,870
-
123
85,848
647,585
8,285
741,841
Balance as at 31 December 2021
7,484,355
55,705,882
1,292,323
(27,208,617)
37,273,943
Balance as at 1 January 2022
7,484,355
55,705,882
1,292,323
(27,208,617)
37,273,943
Profit for the year
Total comprehensive income for the
year
Issue of share capital
Share based payments
Expired options
Total transactions with owners,
recognised directly in equity
14
15
15
-
-
-
-
7,686
5,198,113
-
-
-
-
-
-
-
118,751
(33,771)
1,784,303
1,784,303
1,784,303
1,784,303
-
-
5,205,799
118,751
33,771
-
7,686
5,198,113
84,980
33,771
5,324,550
Balance as at 31 December 2022
7,492,041
60,903,995
1,377,303
(25,390,543)
44,382,796
The Notes on pages 31 to 57 form part of these Financial Statements.
29
BLUEJAY MINING PLC
STATEMENTS OF CASH FLOWS
For the year ended 31 December 2022
Group
Company
Note
Year ended
Year ended
31 December
2022
31 December
2021
£
£
Year ended 31
December
2022
Year ended 31
December
2021
£
£
Cash flows from operating activities
Profit/(Loss) before income tax
1,664,541
(2,706,833)
1,784,303
(3,486,826)
Adjustments for:
Depreciation
Loss on sale of property plant and equipment
Gain on sale of financial assets at FVTPL
Share options expense
Intercompany management fees
Share of losses from joint venture
Increase in share of net asset
Net finance (income)/costs
Foreign exchange loss/(gain)
Changes in working capital:
(Increase)/Decrease in trade and other
receivables
Increase/(Decrease) in trade and other payables
Net cash used in operating activities
Cash flows from investing activities
Purchase of property plant and equipment
Sale of financial assets at FVTPL
Sale of property, plant and equipment
Purchase of intangible assets
Interest received
Net loans granted to subsidiary undertakings
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of share capital
Transaction costs of share issue
Repayment of loans
Interest paid
Net cash generated from financing activities
6
369,714
460,713
19,312
83,645
15
25
25
19
9
11
6
6
7
14
14
1,362
-
118,751
-
71,956
(2,457,596)
(2,653)
134,358
-
(75,497)
655,870
-
-
-
4,251
454
-
-
118,751
-
(75,497)
655,870
(542,446)
(722,716)
-
-
-
-
(807,919)
(668,198)
(2,049,375)
2,329,977
(760,747)
1,377,664
833,398
1,413,873
(108,718)
(321,408)
(65,420)
171,081
(969,032)
(604,786)
(709,396)
(298,791)
(253,799)
-
47,149
(26,037)
75,497
179,245
(4,744,690)
(2,887,110)
4,888
-
379
-
(14,891)
(22,433)
-
-
-
4,859
75,497
-
-
379
(5,654,746)
(2,892,470)
(4,946,452)
(2,658,026)
(5,664,778)
(2,839,027)
5,379,999
(174,200)
85,970
-
-
(62,220)
(2,322)
5,203,477
(252)
23,498
5,379,999
(174,200)
-
(20)
85,970
-
(62,220)
-
5,205,779
23,750
Net (decrease) in cash and cash equivalents
(712,007)
(3,239,314)
(1,168,395)
(3,114,068)
Cash and cash equivalents at beginning of
year
2,701,792
5,942,848
2,534,693
5,649,030
Exchange gain on cash and cash equivalents
7,172
(1,742)
270
2
Cash and cash equivalents at end of year
10
1,996,957
2,701,792
1,366,568
2,534,964
The Notes on pages 31 to 57 form part of these Financial Statements.
30
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
1. General information
The principal activity of Bluejay Mining plc (the ‘Company’) and its subsidiaries (together the ‘Group’) is the exploration and
development of precious and base metals. The Company’s shares are listed on the AIM market of the London Stock Exchange
and the open market of the Frankfurt Stock Exchange. The Company is incorporated and domiciled in England.
The address of its registered office is 6 Heddon Street, London W1B 4BT.
2. Summary of significant Accounting Policies
The principal Accounting Policies applied in the preparation of these Consolidated Financial Statements are set out below.
These Policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1. Basis of preparation of Financial Statements
The Group and Company Financial Statements have been prepared in accordance with UK-adopted International Accounting
Standards (UK adopted IAS) in accordance with the requirements of the Companies Act 2006. The Consolidated Financial
Statements have also been prepared under the historical cost convention, except as modified for assets and liabilities
recognised at fair value on business combination.
The Financial Statements are presented in Pound Sterling rounded to the nearest pound.
The preparation of financial statements in conformity with UK-adopted IAS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Accounting Policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
Consolidated Financial Statements are disclosed in Note 4.
2.2. New and amended standards
(1) New and amended standards mandatory for the first time for the financial periods beginning on or after 1 January
2022
The IASB issued various amendments and revisions to UK IAS and IFRSIC interpretations which include IFRS 3 – Reference
to Conceptual Framework, IAS 37 – Onerous Contracts, IAS 16 – Proceeds before intended use, IAS 8 – Accounting
estimates and Annual Improvements – 2018 – 2020 Cycle. The amendments and revisions were applicable for the period
ended 31 December 2022 but did not result in any material changes to the financial statements of the Group or Company.
ii) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted
Standards, amendments and interpretations that are not yet effective and have not been early adopted are as follows:
Standard
IFRS 17 (Amendments)
IAS 1 (Amendments) and
IFRS Practice Statement 2
IAS 8 (Amendments)
IAS 12 Income Taxes
(Amendments)
IAS 1 (Amendments)
IFRS 16 (Amendments)
Impact on initial application
Insurance contracts
Disclosure of Accounting Policies
Definition of Accounting Estimate
Deferred Tax Related to Assets and Liabilities
Arising from a Single Transaction
Classification of liabilities as current or non-current
Lease Liability in a Sale and Leaseback
Effective date
1 January 2023
1 January 2023
1 January 2023
1 January 2023
1 January 2023
1 January 2024
The Group is evaluating the impact of the new and amended standards above which are not expected to have a material
impact on the Group’s results or shareholders’ funds
2.3. Basis of Consolidation
The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries made up to
31 December. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
31
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
The contractual arrangement with the other vote holders of the investee;
•
• Rights arising from other contractual arrangements; and
The Group’s voting rights and potential voting rights
•
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to
one or more of the three elements of control.
a) Subsidiaries
Subsidiaries are entities over which the Group has control. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are deconsolidated from the date that control ceases. Assets, liabilities, income and
expenses of a subsidiary acquired or disposed of during the period are included in the consolidated financial statements from
the date the Group gains control until the date the Group ceases to control the subsidiary.
Investments in subsidiaries are accounted for at cost less impairment within the parent company financial statements. Where
necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with
those used by other members of the Group. All significant intercompany transactions and balances between Group
enterprises are eliminated on consolidation.
b) Joint Venture
A joint venture (JV) is a joint arrangement in which the parties that share joint control have rights to the net assets of the
arrangement. Joint arrangements are accounted for using the equity method of accounting and are initially recognised at cost.
The considerations made in determining significant influence or joint control are similar to those necessary to determine
control over subsidiaries. The aggregate of the Group’s share of profit or loss of the JV is shown on the face of the statement
of profit or loss and other comprehensive income as part of operating profit and represents profit or loss after tax. The financial
statements of the JV are prepared for the same reporting period as the Group. When necessary, adjustments are made to
bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in the JV. At each reporting date, the Group determines whether there is objective evidence that the investment
in the JV is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the
recoverable amount of the JV and its carrying value, then recognises the loss as ‘Share of profit of a joint venture’ in the
statement of profit or loss and other comprehensive income.
c) Reimbursement of the costs of the operator of the joint arrangement
When the Group, acting as lead operator or manager of a joint arrangement, receives reimbursement of direct costs recharged
to the joint arrangement, such recharges represent reimbursements of costs that the operator incurred as an agent for the
joint arrangement and therefore have no effect on profit or loss. When the Group charges a management fee (based on a
fixed percentage of total costs incurred for the year) to cover other general costs incurred in carrying out the activities on
behalf of the joint arrangement, it is not acting as an agent. Therefore, the general overhead expenses and the management
fee are recognised in the statement of profit or loss and other comprehensive income as an expense and income, respectively.
The amount of income does not represent revenue from contracts with customers. Instead, it represents income
from collaborative partners and hence is outside scope of IFRS 15.
2.4. Going concern
The Consolidated Financial Statements have been prepared on a going concern basis. The Group’s business activities,
together with the factors likely to affect its future development, performance and position are set out in the Chairman’s
Statement and the Strategic Report.
As at 31 December 2022, the Group had cash and cash equivalents of £1,996,957. The Directors have prepared cash flow
forecasts to 30 June 2024, which take account of the cost and operational structure of the Group and Parent Company,
planned exploration and evaluation expenditure, licence commitments and working capital requirements. These forecasts
indicate that the Group and Parent Company’s cash resources are not sufficient to cover the projected expenditure for the
period for a period of 12 months from the date of approval of these financial statements. These forecasts indicate that the
Group and Parent Company, in order to meet their operational objectives, and meets their expected liabilities as they fall due,
will be required to raise additional funds within the next 12 months.
In common with many exploration and evaluation entities, the Company will need to raise further funds within the next 12
months in order to meet its expected liabilities as they fall due, and progress the Group into definitive feasibility and then into
construction and eventual production of revenues. The Directors are confident in the Company’s ability to raise additional
funds as required, from existing and/or new investors, within the next 12 months. The Company has demonstrated its access
to financial resources, as evidenced by the successful completion of a Placing in March 2022 with an equity raising of
£5,379,999.
32
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Given the Group and Parent Company’s current cash position and its demonstrated ability to raise capital, the Directors have
a reasonable expectation that the Group and Parent Company has adequate resources to continue in operational existence
for the foreseeable future.
Notwithstanding the above, these circumstances indicate that a material uncertainty exists that may cast significant doubt on
the Group and Parent Company’s ability to continue as a going concern and, therefore, that the Group and Parent Company
may be unable to realise their assets or settle their liabilities in the ordinary course of business. As a result of their review,
and despite the aforementioned material uncertainty, the Directors have confidence in the Group and Parent Company’s
forecasts and have a reasonable expectation that the Group and Parent Company will continue in operational existence for
the going concern assessment period and have therefore used the going concern basis in preparing these consolidated and
Parent Company financial statements.
2.5. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-
maker (CODM). The CODM, who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the Board of Directors that makes strategic decisions.
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
2.6. Foreign currencies
(a) Functional and presentation currency
Items included in the Financial Statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the ‘functional currency’). The functional currency of the UK parent
entity and UK subsidiary is Pound Sterling, the functional currency of the Finnish subsidiaries is Euros and the functional
currency of the Greenlandic subsidiaries is Danish Krone. The Financial Statements are presented in Pounds Sterling
which is the Company’s functional and Group’s presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions or valuation where such items are re-measured. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement.
(c) Group companies
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy)
that have a functional currency different from the presentation currency are translated into the presentation currency as
follows:
• assets and liabilities for each period end date presented are translated at the period-end closing rate;
•
income and expenses for each Income Statement are translated at average exchange rates (unless this average is
not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the dates of the transactions); and
• all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities, and of
monetary items receivable from foreign subsidiaries for which settlement is neither planned nor likely to occur in the
foreseeable future, are taken to other comprehensive income. When a foreign operation is sold, such exchange
differences are recognised in the Income Statement as part of the gain or loss on sale.
2.7. Intangible assets
Exploration and evaluation assets
The Group recognises expenditure as exploration and evaluation assets when it determines that those assets will be
successful in finding specific mineral resources. Expenditure included in the initial measurement of exploration and evaluation
assets and which are classified as intangible assets relate to the acquisition of rights to explore, topographical, geological,
geochemical and geophysical studies, exploratory drilling, trenching, sampling and activities to evaluate the technical
feasibility and commercial viability of extracting a mineral resource. Capitalisation of pre-production expenditure ceases when
the mining property is capable of commercial production.
Exploration and evaluation assets are recorded and held at cost
Exploration and evaluation assets are not subject to amortisation, as such at the year-end all intangibles held have an
indefinite life, but are assessed annually for impairment. The assessment is carried out by allocating exploration and
evaluation assets to cash generating units (‘CGU’s’), which are based on specific projects or geographical areas. The CGU’s
are then assessed for impairment using a variety of methods including those specified in IFRS 6.
33
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Whenever the exploration for and evaluation of mineral resources in cash generating units does not lead to the discovery of
commercially viable quantities of mineral resources and the Group has decided to discontinue such activities of that unit, the
associated expenditures are written off to the Income Statement.
Exploration and evaluation assets recorded at fair-value on business combination
Exploration assets which are acquired as part of a business combination are recognised at fair value in accordance with IFRS
3. When a business combination results in the acquisition of an entity whose only significant assets are its exploration asset
and/or rights to explore, the Directors consider that the fair value of the exploration assets is equal to the consideration. Any
excess of the consideration over the capitalised exploration asset is attributed to the fair value of the exploration asset.
2.8. Investments in subsidiaries and joint venture
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment
provision.
Additional contributions by the JV Partner which increase the net assets in the joint venture, are shown as “increase in share
of net assets” in the Income Statement. This is a non-cash adjustment and is to retain the Group’s ownership in the Joint
Venture at 49%.
2.9. Property, plant and equipment
Property, Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset
over its expected useful economic life on a straight line basis at the following annual rates:
Office Equipment – 5 years
Machinery and Equipment – 5 to 15 years
Software – 2 years
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged
to the income statement during the financial period in which they are incurred.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount. If an impairment review is conducted following an indicator of impairment, assets
which are not able to be assessed for impairment individually are assessed in combination with other assets within a cash
generating unit.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within
‘Other (losses)/gains’ in the Income Statement.
2.10.
Impairment of non-financial assets
Assets that have an indefinite useful life, for example, intangible assets not ready to use, and goodwill, are not subject to
amortisation and are tested annually for impairment. Property, plant and equipment is reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is
the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). Non-financial assets
that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.
2.11.
Financial assets
(a) Classification
The Group classifies its financial assets at amortised cost and at fair value through the profit or loss or OCI. The classification
depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial
assets at initial recognition.
34
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
(b) Recognition and measurement
Amortised cost
Regular purchases and sales of financial assets are recognised on the trade date at cost – the date on which the Group
commits to purchasing or selling the asset. Financial assets are derecognized when the rights to receive cash flows from the
assets have expired or have been transferred, and the Group has transferred substantially all of the risks and rewards of
ownership.
Fair value through the profit or loss
Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI are measured at FVTPL.
Financial assets at FTVPL, are measured at fair value at the end of each reporting period, with any fair value gains or losses
recognised in profit or loss. Fair value is determined by using market observable inputs and data as far as possible. Inputs
used in determining fair value measurements are categorised into different levels based on how observable the inputs used
in the valuation technique utilised are (the ‘fair value hierarchy’):
- Level 1: Quoted prices in active markets for identical items (unadjusted)
- Level 2: Observable direct or indirect inputs other than Level 1 inputs
- Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect
on the fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.
(c) Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and
all the cash flows that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash
flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual
terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next
12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since
initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and other receivables due in less than 12 months, the Group applies
the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit
risk, but instead, recognises a loss allowance based on the financial asset’s lifetime ECL at each reporting date.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases,
the Group may also consider a financial asset to be in default when internal or external information indicates that the Group
is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by
the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows
and usually occurs when past due for more than one year and not subject to enforcement activity.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit impaired. A financial
asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred.
(d) Derecognition
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and
the sum of the consideration received and receivable is recognised in profit or loss. This is the same treatment for a financial
asset measured at FVTPL.
2.12.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs. The Group’s financial liabilities include trade and other payables and loans.
35
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading
if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial
instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by
IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective
hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other
comprehensive income.
Trade and other payables
After initial recognition, trade and other payables are subsequently measured at amortised cost using the EIR method. Gains
and losses are recognised in the statement of profit or loss and other comprehensive income when the liabilities are
derecognised, as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss and other
comprehensive income.
Derecognition
A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in profit
or loss and other comprehensive income.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are recognised initially at fair value and subsequently at amortised
cost.
2.13.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
2.14.
Equity
Equity comprises the following:
•
•
•
“Share capital” represents the nominal value of the Ordinary shares;
“Share Premium” represents consideration less nominal value of issued shares and costs directly attributable to
the issue of new shares;
“Other reserves” represents the merger reserve, foreign currency translation reserve, redemption reserve and
share option reserve where;
o
o
o
o
o
“Merger reserve” represents the difference between the fair value of an acquisition and the nominal
value of the shares allotted in a share exchange;
“Foreign currency translation reserve” represents the translation differences arising from translating the
financial statement items from functional currency to presentational currency;
“Reverse acquisition reserve” represents a non-distributable reserve arising on the acquisition of
Finland Investments Limited;
“ Capital redemption reserve” represents a non-distributable reserve made up of share capital;
“Share option reserve" represents share options awarded by the group;
•
“Retained earnings” represents retained losses.
2.15.
Share capital, share premium and deferred shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity, as a deduction, net of tax, from the proceeds provided there is sufficient premium available. Should sufficient
premium not be available placing costs are recognised in the Income Statement.
36
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Deferred shares are classified as equity. Deferred shares have no rights to receive dividends, or to attend or vote at general
meetings of the Company and are only entitled to a return of capital after payment to holders of new ordinary shares of
£100,000 per each share held.
2.16.
Share based payments
The Group operates a number of equity-settled, share-based schemes, under which the Group receives services from
employees or third party suppliers as consideration for equity instruments (options and warrants) of the Group. The fair value
of the third party suppliers’ services received in exchange for the grant of the options is recognised as an expense in the
Income Statement or charged to equity depending on the nature of the service provided. The value of the employee services
received is expensed in the Income Statement and its value is determined by reference to the fair value of the options granted:
•
•
•
including any market performance conditions;
excluding the impact of any service and non-market performance vesting conditions (for example, profitability or sales
growth targets, or remaining an employee of the entity over a specified time period); and
including the impact of any non-vesting conditions.
The fair value of the share options and warrants are determined using the Black Scholes valuation model.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total
expense or charge is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are
expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if
any, in the Income Statement or equity as appropriate, with a corresponding adjustment to a separate reserve in equity.
When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable
transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.
2.17.
Taxation
No current tax is yet payable in view of the losses to date.
Deferred tax is recognised using the liability method in respect of temporary differences arising from differences between the
carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the
computation of taxable profit. However, deferred tax liabilities are not recognised if they arise from the initial recognition of
goodwill; deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than
a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets (including
those arising from investments in subsidiaries), are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only
to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available
against which the temporary difference can be used.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current
tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on
either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
Deferred tax is calculated at the tax rates (and laws) that have been enacted or substantively enacted by the statement of
financial position date and are expected to apply to the period when the deferred tax asset is realised or the deferred tax
liability is settled.
Deferred tax assets and liabilities are not discounted.
3. Financial risk management
3.1. Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (foreign currency risk, price risk and interest rate
risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the Group’s financial performance. None of these risks are
hedged.
37
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Risk management is carried out by the London based management team under policies approved by the Board of Directors.
Market risk
(a) Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily
with respect to the Euro, Danish Krone and the British Pound. Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities and net investments in foreign operations.
The Group negotiates all material contracts for activities in relation to its subsidiaries in either British Pounds, Euros, USD or
Danish Krone. The Group does not hedge against the risks of fluctuations in exchange rates. The volume of transactions is
not deemed sufficient to enter into forward contracts as most of the foreign exchange movements result from the retranslation
of inter company loans. The Group has sensitised the figures for fluctuations in foreign exchange rates, as the Directors
acknowledge that, at the present time, the foreign exchange retranslations have resulted in rather higher than normal
fluctuations which are separately disclosed, and is predominantly due to the exceptional nature of the Euro exchange rate in
the last two years in the current economic climate. Further detail is in note 3.3.
(b) Price risk
The Group is not exposed to commodity price risk as a result of its operations, which are still in the exploration phase. The
Directors will revisit the appropriateness of this policy should the Group’s operations change in size or nature.
The Group has exposure to equity securities price risk, as it holds listed equity investments.
Credit risk
Credit risk arises from cash and cash equivalents as well as outstanding receivables. Management does not expect any
losses from non-performance of these receivables. The amount of exposure to any individual counter party is subject to a
limit, which is assessed by the Board.
The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.
Liquidity risk
In keeping with similar sized mineral exploration groups, the Group’s continued future operations depend on the ability to
raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that
adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.
With exception to deferred taxation, financial liabilities are all due within one year.
3.2. Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, to enable
the Group to continue its exploration and evaluation activities, and to maintain an optimal capital structure to reduce the cost
of capital. In order to maintain or adjust the capital structure, the Group may adjust the issue of shares or sell assets to reduce
debts.
At 31 December 2022 the Group had borrowings of £nil (31 December 2021: £nil) and defines capital based on the total
equity of the Company. The Group monitors its level of cash resources available against future planned exploration and
evaluation activities and may issue new shares in order to raise further funds from time to time.
Given the Group’s level of debt versus its cash at bank and cash equivalents, the gearing ratio is immaterial.
3.3. Sensitivity analysis
On the assumption that all other variables were held constant, and in respect of the Group and the Company’s expenses the
potential impact of a 10% increase/decrease in the UK Sterling:Euro and UK Sterling:DKK Foreign exchange rates on the
Group’s loss for the period and on equity is as follows:
38
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Potential impact on
Euro expenses: 2022
(Loss)/profit before tax for the year ended
31 December 2022
Equity before tax for the year ended
31 December 2022
Group
Company
Group
Company
Increase/(decrease) in
foreign exchange rate
10%
-10%
£
1,652,879
1,676,203
£
1,784,303
1,784,303
£
40,041,829
39,980,185
£
44,382,796
44,382,796
Potential impact on
DKK expenses: 2022
Loss before tax for the year ended
31 December 2022
Equity before tax for the year ended
31 December 2022
Group
Company
Group
Company
Increase/(decrease) in
foreign exchange rate
10%
-10%
£
1,594,828
1,734,254
£
1,784,303
1,784,303
£
40,487,435
39,534,579
£
44,382,796
44,382,796
4. Critical accounting estimates and judgements
The preparation of the Financial Statements in conformity with IFRS requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amount of expenses during the period. Actual results may vary from the
estimates used to produce these Financial Statements.
Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
Items subject to such estimates and assumptions, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial years, include but are not limited to:
Impairment of intangible assets – exploration and evaluation costs
Exploration and evaluation costs have a carrying value at 31 December 2022 of £31,850,128 (2021: £27,922,589) Such
assets have an indefinite useful life as the Group has a right to renew exploration licences and the asset is only amortised
once extraction of the resource commences. Management tests for impairment annually whether exploration projects have
future economic value in accordance with the accounting policy stated in Note 2.7. Each exploration project is subject to an
annual review by either a consultant or senior company geologist to determine if the exploration results returned during the
period warrant further exploration expenditure and have the potential to result in an economic discovery. This review takes
into consideration long term metal prices, anticipated resource volumes and supply and demand outlook. In the event that a
project does not represent an economic exploration target and results indicate there is no additional upside a decision will be
made to discontinue exploration; an impairment charge will then be recognised in the Income Statement.
Useful economic lives of property, plant and equipment
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic
lives and residual values of the assets, taking into account that the assets are not used throughout the whole year due to the
seasonality of the licence locations. The useful economic lives and residual values are re-assessed annually. They are
amended when necessary to reflect current estimates, based on economic utilisation and the physical condition of the assets.
See note 6 for the carrying amount of the property plant and equipment and note 2.9 for the useful economic lives for each
class of assets.
Share based payment transactions
The Group has made awards of options and warrants over its unissued share capital to certain Directors as part of their
remuneration package. Certain warrants have also been issued to shareholders as part of their subscription for shares and
suppliers for various services received. In the year ended 31 December 2022, 17,000,000 share options were issued during
the year to Robert Edwards.
The valuation of these options and warrants involves making a number of critical estimates relating to price volatility, future
dividend yields, expected life of the options and forfeiture rates. These assumptions have been described in more detail in
Note 15.
5. Segment information
Management has determined the operating segments based on reports reviewed by the Board of Directors that are used to
make strategic decisions. During the period the Group had interests in three geographical segments; the United Kingdom,
39
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Greenland and Finland. Activities in the UK are mainly administrative in nature whilst the activities in Greenland and Finland
relate to exploration and evaluation work.
The Group had no turnover during the period.
Finland
£
-
5,716
230,347
-
-
76
-
815
(114,616)
122,338
-
110,651
4,938,310
Finland
£
-
88,335
-
1,795
155,540
90,575
-
218,674
4,777,642
UK
£
-
-
979,818
-
-
111,095
(103,543)
(4,839)
(45,287)
Total
£
-
629,930
1,886,271
71,956
(2,457,596)
112,533
(103,543)
(2,653)
(1,801,439)
937,244
(1,664,541)
14,891
-
1,328,314
253,799
4,744,690
41,031,338
UK
£
-
2,023,135
(13,169)
401
1,500
1,324,614
22,433
-
2,620,650
Total
£
-
2,662,046
18,235
4,251
187,145
2,706,833
26,037
2,887,110
32,655,669
2022
Revenue
Cost of sales
Administrative expenses
Share of earnings from joint venture
Increase in share of net asset
Other net gains
Foreign exchange
Finance expense
Other income
(Profit)/loss before tax per reportable
segment
Additions to PP&E
Additions to intangible asset
Reportable segment assets
2021
Revenue
Administrative expenses
Foreign exchange
Finance expense
Other income
Loss before tax per reportable segment
Additions to PP&E
Additions to intangible asset
Reportable segment assets
Greenland
£
-
624,214
676,106
71,956
(2,457,596)
1,362
-
1,371
(1,641,536)
(2,724,123)
238,908
4,634,039
34,764,714
Greenland
£
-
550,576
31,404
2,055
30,105
1,291,644
3,604
2,668,436
25,257,377
40
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
6. Property, plant and equipment
Group
Cost
As at 1 January 2021
Exchange Differences
Additions
Disposals
As at 31 December 2021
As at 1 January 2022
Exchange Differences
Disposals
Additions
As at 31 December 2022
Depreciation
As at 1 January 2021
Charge for the year
Disposals
Exchange differences
As at 31 December 2021
As at 1 January 2022
Charge for the year
Disposals
Exchange differences
As at 31 December 2022
Net book value as at 31 December 2021
Net book value as at 31 December 2022
Right of
use assets
£
Software
£
Machinery &
equipment
Office
equipment
£
£
Total
£
182,542
-
-
(182,542)
46,314
-
7,503
-
3,674,321
(224,094)
3,604
(250,093)
61,223
2
14,930
-
3,964,400
(224,092)
26,037
(432,635)
-
-
-
-
-
-
53,817
3,203,738
76,155
3,333,710
53,817
-
-
7,417
3,203,738
166,306
(136,336)
238,312
76,155
266
-
8,070
3,333,710
166,572
(136,336)
253,799
61,234
3,472,020
84,491 3,617,745
121,695
60,847
(182,542)
-
36,361
9,020
-
-
1,209,271
377,068
(70,848)
(83,481)
40,162
13,778
-
-
1,407,489
460,713
(253,390)
(83,481)
-
-
-
-
-
-
-
-
45,381
1,432,010
53,940
1,531,331
45,381
8,435
-
-
1,432,010
350,402
(87,825)
85,839
53,940
10,877
-
349
1,531,331
369,714
(87,825)
86,188
53,816
1,780,426
65,166
1,899,408
8,436
1,771,728
22,215
1,802,379
7,418
1,691,594
19,325
1,718,337
Depreciation expense of £369,714 (31 December 2021: £460,713) for the Group has been charged in administration
expenses.
41
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Company
Cost
As at 1 January 2021
Additions
Disposals
As at 31 December 2021
As at 1 January 2022
Additions
As at 31 December 2022
Depreciation
As at 1 January 2021
Charge for the year
Disposals
As at 31 December 2021
As at 1 January 2022
Charge for the year
As at 31 December 2022
Net book value as at 31 December 2021
Net book value as at 31 December 2022
Right of use
assets
£
Software
£
Office
equipment
£
182,542
-
(182,542)
-
-
-
-
121,695
60,847
(182,542)
-
-
-
-
-
-
46,314
7,503
-
53,817
53,817
7,417
61,234
36,361
9,020
-
45,381
45,381
8,435
53,816
8,436
7,418
53,942
14,930
-
68,872
68,872
7,474
76,346
32,879
13,778
-
46,657
46,657
10,877
57,534
22,215
18,812
Total
£
282,798
22,433
(182,542)
122,689
122,689
14,891
137,580
190,935
83,645
(182,542)
92,038
92,038
19,312
111,350
30,651
26,230
Depreciation expense of £19,312 (31 December 2021: £83,645) for the Company has been charged in administration
expenses.
42
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
7.
Intangible assets
Intangible assets comprise exploration and evaluation costs. Exploration and evaluation assets are measured at cost. Once
the pre-production phase has been entered into, the exploration and evaluation assets will cease to be capitalised and
commence amortisation.
Group
31 December
31 December
Exploration & Evaluation Assets - Cost and Net Book Value
Cost
As at 1 January
Transfer of licence to JV
Additions
Exchange differences
As at year end
Provision for impairment
As at 1 January
Impairments
As at year end
Net book value
2022
£
36,796,174
(2,085,147)
4,744,690
1,267,996
40,723,713
8,873,585
-
8,873,585
31,850,128
2021
£
35,641,812
-
2,887,110
(1,732,748)
36,796,174
8,873,585
-
8,873,585
27,922,589
The Dundas project in Greenland has a current JORC compliant mineral resource of 117 million tonnes at 6.1% ilmenite (in-
situ). Exploration projects in Finland and the Disko project in Greenland are at an early stage of development and there are
no JORC (Joint Ore Reserves Committee) or non-JORC compliant resource estimates available to enable value in use
calculations to be prepared. The Directors therefore undertook an assessment of the following areas and circumstances that
could indicate the existence of impairment:
• The Group’s right to explore in an area has expired, or will expire in the near future without renewal;
• No further exploration or evaluation is planned or budgeted for;
• A decision has been taken by the Board to discontinue exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
• Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
Following their assessment, the Directors concluded that no impairment charge was required at 31 December 2022.
8.
Investments in subsidiary undertakings
Shares in Group Undertakings
At beginning of period
At end of period
Loans to Group undertakings
Total
Company
31 December
2022
£
558,342
558,342
42,458,182
43,016,524
31 December
2021
£
558,342
558,342
33,950,980
34,509,322
Investments in Group undertakings are stated at cost, which is the fair value of the consideration paid, less any impairment
provision.
43
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Subsidiaries
Name of subsidiary
Registered office address
Centurion Mining
Limited
6 Heddon Street, London,
W1B 4BT
Centurion Universal
Limited
6 Heddon Street, London,
W1B 4BT
Finland Investments
Limited
6 Heddon Street, London,
W1B 4BT
Country of
incorporation
and place of
business
Proportion of
ordinary
shares held
by parent (%)
Proportion of
ordinary shares
held by the
Group (%)
Nature of
business
United
Kingdom
United
Kingdom
United
Kingdom
Finland
100%
100%
Dormant
100%
100%
Holding
100%
100%
Holding
Nil
Nil
100%
Exploration
100%
Exploration
FinnAust Mining
Finland Oy
FinnAust Mining
Northern Oy
Kummunkatu 23,
FI-83500 Outokumpu, Finland
Kummunkatu 23,
FI-83500 Outokumpu, Finland
Finland
Disko Exploration
Limited
6 Heddon Street, London,
W1B 4BT
United
Kingdom
100%
100%
Exploration
Dundas Titanium A/S
c/o Nuna Advokater ApS,
Qullilerfik 2, 6, Postboks 59,
Nuuk 3900, Greenland
All subsidiary undertakings are included in the consolidation.
Greenland
Nil
100%
Exploration
The proportion of the voting rights in the subsidiary undertakings held directly by the parent company do not differ from the
proportion of ordinary shares held.
9. Trade and other receivables
Current
Receivable from related party
Amounts owed by Group undertakings
Prepayments
VAT receivable
Other receivables
Total
Group
Company
31 December
31 December
31 December
31 December
2022
£
873,666
-
50,933
31,109
39,421
2021
£
4,300
-
75,187
82,858
66,564
2022
£
-
2021
£
4,306
189,988
484,476
49,214
10,702
5,159
70,239
-
5,160
995,129
228,909
255,063
564,181
The fair value of all receivables is the same as their carrying values stated above.
At 31 December 2022 all trade and other receivables were fully performing. No ageing analysis is considered necessary as
the Group has no significant trade receivable receivables which would require such an analysis to be disclosed under the
requirements of IFRS 7. None of the amounts above are overdue or impaired.
44
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
The carrying amounts of the Group and Company’s trade and other receivables are denominated in the following currencies:
UK Pounds
Euros
Danish Krone
Group
Company
31 December
31 December
31 December
31 December
2022
£
2021
£
2022
£
2021
£
821,767
94,946
255,063
564,181
25,353
106,173
-
148,009
27,790
-
-
-
995,129
228,909
255,063
564,181
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
The Group does not hold any collateral as security.
10. Cash and cash equivalents
Group
Company
31 December
31 December
31 December
31 December
2022
£
2021
£
2022
£
2021
£
Cash at bank and in hand
1,996,957
2,701,792
1,366,568
2,534,964
All of the UK entities cash at bank is held with institutions with an AA- credit rating. The Finland and Greenland entities cash
at bank is held with institutions whose credit rating is unknown.
The carrying amounts of the Group and Company’s cash and cash equivalents are denominated in the following currencies:
UK Pounds
Euros
Danish Krone
11. Trade and other payables
Trade payables
Accrued expenses
Other creditors
Group
Company
31 December
31 December
31 December
31 December
2022
£
2021
£
2022
£
2021
£
1,835,746
2,571,644
1,366,568
2,534,964
35,197
126,014
85,168
44,980
-
-
-
-
1,996,957
2,701,792
1,366,568
2,534,964
Group
Company
31 December
31 December
31 December
31 December
2022
£
141,615
256,439
126,232
2021
£
409,282
131,048
90,503
2022
£
2021
£
172,378
250,928
98,361
10,850
60,676
53,571
524,286
630,833
281,589
365,175
45
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Trade payables include amounts due of £397,302 in relation to exploration and evaluation activities.
The carrying amounts of the Group and Company’s trade and other payables are denominated in the following currencies:
Group
Company
31 December
31 December
31 December
31 December
2022
£
2021
£
2022
£
2021
£
63,649
351,688
120,065
365,175
132,952
173,781
327,685
105,364
27,461
134,063
-
-
524,286
630,833
281,589
365,175
UK Pounds
Euros
Danish Krone
12. Deferred tax
An analysis of deferred tax liabilities is set out below.
Group
2022
£
Company
2021
£
2022
£
2021
£
Deferred tax liabilities
- Deferred tax liability after more than 12 months
496,045
496,045
Deferred tax liabilities
496,045
496,045
-
-
-
-
The Group has additional capital losses of approximately £8,661,772 (2021: £8,704,033) and other losses of approximately
£6,955,765 (2021: £7,234,636) available to carry forward against future taxable profits. No deferred tax asset has been
recognised in respect of these tax losses because of uncertainty over the timing of future taxable profits against which the
losses may be offset.
13. Financial Instruments by Category
Group
31 December 2022
31 December 2021
Amortised cost
FVTP
Total
Amortised cost
FVTP
Total
Assets per Statement of
Financial Performance
£
£
£
£
Trade and other
(excluding prepayments)
receivables
944,196
Cash and cash equivalents
1,996,957
2,941,153
-
-
-
944,196
153,722
1,996,957
2,701,792
2,941,153
2,855,514
£
-
-
-
£
153,722
2,701,792
2,855,514
Liabilities per Statement of
Financial Performance
Trade and other payables (excluding
non-financial liabilities)
31 December 2022
31 December 2021
Amortised cost
Total
Amortised cost
£
£
£
Total
£
524,286
524,286
524,286
524,286
630,833
630,833
630,833
630,833
46
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Company
31 December 2022
31 December 2021
Amortised cost
FVTP
Total
Amortised cost
FVTP
Total
Assets
per
Financial Performance
Statement
of
Trade and other
(excluding prepayments)
receivables
Cash and cash equivalents
£
205,849
1,366,568
1,572,417
£
-
-
-
£
£
205,849
493,492
1,366,568
2,534,964
1,572,417
3,028,456
£
-
-
-
£
493,492
2,534,964
3,028,456
31 December 2022
31 December 2021
Amortised cost
Total
Amortised cost
£
£
£
Total
£
281,591
281,591
365,175
365,175
281,591
281,591
365,175
365,175
Liabilities per Statement of
Financial Performance
Trade and other payables (excluding
non-financial liabilities)
14. Share capital and premium
Group and Company
Number of shares
Share capital
Ordinary shares
Deferred shares
Deferred A shares
Total
31 December 2022
31 December 2021
31 December
2022
31 December
2021
1,049,714,747
972,857,613
104,971
97,285
558,104,193
558,104,193
558,104
558,104
68,289,656,190
68,289,656,190
6,828,966
6,828,966
69,897,475,130
69,820,617,996
7,492,041
7,484,355
Issued at 0.01 pence per share
Number of
Ordinary shares
Share capital
Share premium
£
£
Total
£
As at 1 January 2021
971,629,460
97,162
55,620,034
55,717,196
Exercise of warrants – 23 December 2021
As at 31 December 2021
As at 1 January 2022
Issue of new shares – 23 March 2022 (1)
1,228,153
972,857,613
972,857,613
76,857,134
123
97,285
97,285
7,686
85,848
85,971
55,705,882
55,803,167
55,705,882
55,803,167
5,198,113
5,205,799
As at 31 December 2021
1,049,714,747
104,971
60,903,995
61,008,966
(1)
Includes issue costs of £174,200
Deferred Shares (nominal value of 0.1 pence per share)
As at 1 January 2021
As at 31 December 2021
As at 1 January 2022
As at 31 December 2022
Number of Deferred
shares
558,104,193
558,104,193
558,104,193
558,104,193
Share capital
£
558,104
558,104
558,104
558,104
47
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Deferred A Shares (nominal value of 0.1 pence per share)
As at 1 January 2021
As at 31 December 2021
As at 1 January 2022
As at 31 December 2022
Number of Deferred A
shares
68,289,656,190
68,289,656,190
68,289,656,190
68,289,656,190
Share capital
£
6,828,966
6,828,966
6,828,966
6,828,966
On 23 March 2022, the Company issued and allotted 76,857,134 new Ordinary Shares at a price of 7 pence per share.
15. Share based payments
The Company has established a share option scheme for Directors, employees and consultants to the Group. Share options
and warrants outstanding and exercisable at the end of the period have the following expiry dates and exercise prices:
Grant Date
9 June 2017
23 July 2019
23 July 2019
23 July 2019
10 July 2020
10 July 2020
15 February 2021
15 February 2021
15 February 2021
24 October 2022
24 October 2022
24 October 2022
24 October 2022
Expiry Date
9 June 2022
23 July 2023
23 July 2023
23 July 2023
30 July 2025
30 July 2025
15 February 2025
15 February 2025
15 February 2025
1 October 2023
1 October 2024
1 October 2025
1 October 2026
Exercise price in £ per share
0.165
0.10
0.15
0.20
0.10
0.15
0.15
0.20
0.25
0.10
0.15
0.20
0.25
Options & Warrants
31 December
2022
31 December
2021
-
5,200,000
5,200,000
5,600,000
4,400,000
1,100,000
1,025,000
5,200,000
5,200,000
5,600,000
5,150,000
2,100,000
11,000,000
11,000,000
11,000,000
11,000,000
11,000,000
11,000,000
1,500,000
3,000,000
4,500,000
8,000,000
-
-
-
-
71,500,000
57,275,000
The Company and Group have no legal or constructive obligation to settle or repurchase the options or warrants in cash.
The fair value of the share options and warrants was determined using the Black Scholes valuation model. The parameters
used are detailed below:
2017 Options
2019 Options
2019 Options
2019 Options
Granted on:
Life (years)
Share price (pence per share)
Risk free rate
Expected volatility
Expected dividend yield
Marketability discount
Total fair value (£000)
9/6/2017
5 years
15.5p
0.56%
31.83%
-
20%
34
23/7/2019
23/7/2019
23/7/2019
4 years
7.45p
0.5%
21.64%
-
20%
31
4 years
7.45p
0.5%
21.64%
-
20%
5
4 years
7.45p
0.5%
21.64%
-
20%
1
48
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Granted on:
Life (years)
Share price (pence per share)
Risk free rate
Expected volatility
Expected dividend yield
Marketability discount
Total fair value (£000)
Granted on:
Life (years)
Share price (pence per share)
Risk free rate
Expected volatility
Expected dividend yield
Marketability discount
Total fair value (£000)
Granted on:
Life (years)
Share price (pence per share)
Risk free rate
Expected volatility
Expected dividend yield
Marketability discount
Total fair value (£000)
2020 Options
2020 Options
2021 Options
2021 Options
10/7/2020
10/7/2020
15/2/2021
15/2/2021
5 years
6.16p
0.5%
30.24%
-
20%
31
5 years
6.16p
0.5%
30.24%
-
20%
5
4 years
9.20p
0.5%
61.47%
-
20%
270
4 years
9.20p
0.5%
61.47%
-
20%
213
2021 Options
2022 Options
2022 Options
2022 Options
15/2/2021
24/10/2022
24/10/2022
24/10/2022
1 year
5.3p
3.26%
69.64%
-
20%
6,178
2 years
5.3p
3.26%
69.64%
-
20%
16,043
3 years
5.3p
3.26%
69.64%
-
20%
30,423
4 years
9.20p
0.5%
30.24%
-
20%
173
2022 Options
24/10/2022
4 years
5.3p
3.26%
69.64%
-
20%
66,107
The expected volatility of the options is based on historical volatility for the six months prior to the date of granting.
The risk-free rate of return is based on zero yield government bonds for a term consistent with the option life.
A reconciliation of options and warrants granted over the year to 31 December 2022 is shown below:
49
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
2022
2021
Outstanding at beginning of period
Expired
Forefeited
Exercised
Granted
Outstanding as at period end
Exercisable at period end
Weighted
average
exercise price
(£)
0.1830
0.1650
0.1786
Number
57,275,000
(1,025,000)
(1,750,000)
Weighted
average
exercise price
(£)
Number
25,503,153
0.1556
-
-
-
-
(1,228,153)
17,000,000
0.2058
33,000,000
71,500,000
71,500,000
0.1888
0.1888
57,275,000
57,275,000
-
-
0.0700
0.2000
0.1830
0.1830
2022
Range of
exercise
prices (£)
Weighted
average
exercise
price (£)
Number of
shares
Weighted
average
remaining
life
expected
(years)
Weighted
average
remaining
life
contracted
(years)
Weighted
average
exercise
price (£)
Number of
shares
2021
Weighted
average
remaining
life
expected
(years)
Weighted
average
remaining life
contracted
(years)
0.05 – 2.00
0.1888
71,500,000
1.9887
1.9887
0.1830
57,275,000
3.18
3.18
During the period there was a charge of £118,751 (2021: £655,870) in respect of share options.
16. Other reserves
Group
Foreign
currency
translation
reserve
Reverse
acquisition
reserve
Redemption
reserve
£
£
£
Merger
reserve
£
Share
option
reserve
£
Total
£
At 31 December 2020
166,000
1,205,544
(8,071,001)
364,630
114,108
(6,220,719)
Currency translation differences
Expired Options
Issued Options
-
-
-
(1,640,140)
-
-
-
-
-
-
-
-
-
(1,640,140)
(8,285)
(8,285)
655,870
655,870
At 31 December 2021
166,000
(434,596)
(8,071,001)
364,630
761,693
(7,213,274)
At 31 December 2021
166,000
(434,596)
(8,071,001)
364,630
761,693
(7,213,274)
Currency translation differences
Expired Options
Issued Options
-
-
-
1,493,125
-
-
-
-
-
-
-
-
-
(33,771)
118,751
1,493,125
(33,771)
118,751
At 31 December 2022
166,000
1,058,529
(8,071,001)
364,630
846,673
(5,635,169)
50
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
17. Employee benefit expense
Staff costs (excluding Directors)
Salaries and wages
Social security costs
Retirement benefit costs
Other employment costs
Group
Company
Year ended
31 December
2022
Year ended
31 December
2021
Year ended
31 December
2022
Year ended
31 December
2021
£
£
£
£
186,994
38,191
11,324
75,693
312,202
369,708
99,068
2,049
27,425
498,250
128,618
34,753
11,324
-
174,695
360,134
64,356
2,049
2,093
428,632
The average monthly number of employees for the Group during the year was 13 (year ended 31 December 2021: 11) and
the average monthly number of employees for the Company was 6 (year ended 31 December 2021: 7).
Of the above Group staff costs, £105,459 (year ended 31 December 2021: £245,743) has been capitalised in accordance
with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.
18. Directors' remuneration
Executive Directors
Roderick McIllree 1
Robert Edwards 2
Bo Møller Stensgaard
Eric Sondergaard 3
Non-executive Directors
Johannus Hansen 4
Peter Waugh
Michael Hutchinson
Year ended 31 December 2022
Short-term
benefits
Post-
employment
benefits
Share based
payments
£
£
£
200,212
19,067
198,000
200,466
24,167
24,000
40,000
705,912
9,250
587
-
-
-
533
-
10,370
-
118,751
-
-
-
-
-
118,751
Total
£
209,462
138,405
198,000
200,466
24,167
24,533
40,000
835,033
(1) Resigned on 22 June 2022
(2) Appointed on 24 October 2022
(3) Appointed 27 January 2022; resigned 2 November 2022
(4) Resigned 26 October 2022
For the year ending 31 December 2022, a further £13,408 was paid to Eric Sondergaard during his non-directorship
employment in the year.
51
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Executive Directors
Roderick McIllree 1
Bo Møller Stensgaard
Non-executive Directors
Ian Henderson 2
Johannus Hansen 3
Peter Waugh
Michael Hutchinson
(1) Resigned on 22 June 2022
(2) Resigned on 5 January 2021
(3) Appointed on 15 March 2021
Year ended 31 December 2021
Short-term
benefits
Post-
employment
benefits
Share based
payments
£
£
£
Total
£
196,534
221,800
18,500
-
-
238,498
215,034
460,298
12,879
23,309
24,000
38,750
-
-
533
-
-
-
-
-
12,879
23,309
24,533
38,750
517,272
19,033
238,498
774,803
Of the above Group directors’ remuneration, £522,689 (31 December 2021: £338,296) has been capitalised in accordance
with IFRS 6 as exploratory related costs and are shown as an intangible addition in the year.
The above figures do not include employer portion of NIC. Directors NIC for the year ending 31 December 2022 was £28,747
(31 December 2021: £30,529). These have been included in note 17.
Details of fees paid to Companies and Partnerships of which the Directors detailed above are Directors and Partners have
been disclosed in Note 26.
The remuneration of Directors and key executives is determined by the remuneration committee having regard to the
performance of individuals and market trends.
19. Finance income
Group
Year ended
Year ended
31 December
31 December
2022
£
2,653
2,653
2021
£
(4,251)
(4,251)
Group
Year ended
Year ended
31 December
31 December
2022
£
1,641,536
159,903
1,801,439
2021
£
-
187,145
187,145
Interest income/(expense) from cash and cash equivalents
Finance Income/(expense)
20. Other Income
Income from related parties
Other income
Finance Income/(expense)
52
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Nikkeli Greenland A/S, joint venture company, was invoiced £1,641,536 during the year ended 31 December 2022 for
management services provided
21. Other gain/(losses)
Group
Year ended
Year ended
31 December
31 December
2022
£
(22,739)
(89,794)
(112,533)
2021
£
-
(46,072)
(46,072)
Loss on disposal of property, plant and equipment
Foreign exchange gains/(losses)
Other gain/(losses)
22. Income tax expense
No charge to taxation arises due to the losses incurred.
The tax on the Group’s loss before tax differs from the theoretical amount that would arise using the weighted average tax
rate applicable to the losses of the consolidated entities as follows:
Loss before tax
Tax at the applicable rate of 16.75% (2021: 20.68%)
Effects of:
Expenditure not deductible for tax purposes
Depreciation in excess of/(less than) capital allowances
Net tax effect of losses carried forward
Tax (charge)/refund
Group
Year ended
31 December
2021
Year ended
31 December
2020
£
£
1,664,541
(2,491,062)
278,871
(515,152)
63,453
42,261
(384,585)
-
99,228
89,897
326,027
-
The weighted average applicable tax rate of 16.75% (2021: 20.68%) used is a combination of the 19% standard rate of
corporation tax in the UK, 20% Finnish corporation tax and 25% Greenlandic corporation tax.
The Group has a potential deferred income tax asset of approximately £900,508 (2021: £1,285,093) due to tax losses
available to carry forward against future taxable profits. The Company has tax losses of approximately £6,955,765 (2021:
£7,234,636) available to carry forward against future taxable profits. No deferred tax asset has been recognised on
accumulated tax losses because of uncertainty over the timing of future taxable profits against which the losses may be offset.
The UK corporate income tax rate applicable for the year ended December 31, 2022, is 19%. Deferred taxes on the Balance
Sheet have been measured at 25%, which represents the future corporate income tax rate that was enacted at the balance
sheet date. The Finance Act 2021 (enacted on May 24, 2021) increased the main rate of UK corporate income tax to 25%
with effect from April 1, 2023.
53
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
23. Earnings per share
Group
The calculation of the total basic earnings per share of 0.16 pence (31 December 2021: (0.28) pence) is based on the loss
attributable to equity holders of the parent company of £1,664,541 (31 December 2021: £2,706,833) and on the weighted
average number of ordinary shares of 1,032,448,213 (31 December 2021: 971,659,743) in issue during the year.
In accordance with IAS 33, basic and diluted earnings per share are identical for the Group as the effect of the exercise of
share options would be to decrease the earnings per share. Details of share options that could potentially dilute earnings per
share in future periods are set out in Note 15.
24. Expenses by nature
Cost of Sales
Exploitation licence fees
Other
Total cost of sales
Administrative expenses
Employee expenses
Establishment expenses
Travel & subsistence
Professional & consultancy fees
IT & Software
Insurance
Depreciation
Share Option expense
Other expenses
Total administrative expenses
Group
Year ended
31 December
2022
£
Year ended
31 December
2021
£
624,214
5,716
629,930
199,844
-
199,844
495,425
438,982
70,184
50,182
573,035
25,671
101,223
369,714
118,751
82,086
89,137
38,082
692,470
19,612
75,548
460,713
655,870
191,632
1,886,271
2,662,046
Services provided by the Company’s auditor and its associates
During the year, the Group (including overseas subsidiaries) obtained the following services from the Company’s auditors
and its associates:
Fees payable to the Company’s auditor and its associates for the audit of the Parent
Company and Consolidated Financial Statements
Fees payable to the Company’s auditor for other services
Group
Year ended
31 December
Year ended 31
December
2022
£
2021
£
67,751
58,004
2,000
11,385
54
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
25. Investments in Joint Venture
During the 2021 financial year, Disko Exploration Ltd entered into a joint venture agreement with Kobold Metals to drill in
Greenland for critical materials used in electric vehicles. On 1 February 2022, the joint venture company, Nikkeli Greenland
AS (“Nikelli”), was incorporated and the specific licence’s were transferred to Nikkeli.
Name
Country of incorporation
30 June 2022 30 June 2021
Nikkeli Greenland A/S
Greenland
49%
-
Proportion of ownership
interest held
Interest in joint venture
Share of loss in joint venture
Increase in share of net asset
Summarised financial information
Nikkeli Greenland A/S
Current assets
Non-current assets
Current liabilities
Revenues
(Loss) after tax from continuing operations
Opening net assets
Loss for the period
Other comprehensive income
Foreign exchange differences
Closing net assets
Interest in joint venture at 49%
Carrying value
55
Year ended 31
December
2022
£
2,085,147
(71,956)
2,457,596
4,470,787
Year ended 31
December
2022
£
366,587
8,928,292
170,825
9,124,054
Year ended 31
December
2022
£
-
(146,850)
(146,850)
Year ended 31
December
2022
£
-
(71,956)
-
-
9,124,054
4,470,787
4,470,787
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
The financial statements of the JV are prepared for the same reporting period as the Group. When necessary, adjustments
are made to bring the accounting policies in line with those of the Group (refer to note 2.3.b).
Increase in share of net assets is a non-cash adjustment to increase the Group’s ownership in the Joint Venture to 49% from
additional contributions by the JV Partner (refer to note 2.8).
Nikkeli Greenland A/S had no contingent liabilities or commitments as at 31 December 2022.
26. Commitments
License commitments
Bluejay now owns 7 mineral exploration licenses and one exploitation licence in Greenland. Licence 2015/08, 2020/114 and
2021/08 is a part of the Dundas project and licences 2011/31, 2020/03, 2020/06, and 2020/22 are part of the Disko projects
in Greenland. These licences include commitments to pay annual licence fees and minimum spend requirements.
As at 31 December 2022 these are as follows:
Group
Not later than one year
Later than one year and no later than five years
Total
Group
Minimum
spend
requirement
£
License
fees
£
Total
£
142,329
1,527,187
1,669,516
239,806
15,465,686
15,705,492
382,135
16,992,873
17,375,008
27. Related party transactions
Loans to Group undertakings
Amounts receivable as a result of loans granted to subsidiary undertakings are as follows:
Finland Investments Ltd
FinnAust Mining Finland Oy
Centurion Mining Limited
Dundas Titanium A/S
Disko Exploration Limited
At 31 December (Note 8)
Company
31 December
31 December
2022
£
2021
£
-
-
8,278,416
7,311,625
345
345
29,470,669
23,462,907
4,708,752
3,176,103
42,458,182
33,950,980
Loans granted to subsidiaries have increased during the year due to additional loans being granted to the subsidiaries, and
foreign exchange loss of £2,049,375, given that no loans were repaid during the year.
These amounts are unsecured and repayable in Euros and Danish Krone on demand from the Company.
All intra Group transactions are eliminated on consolidation.
56
BLUEJAY MINING PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2022
Other transactions
The Group defines its key management personnel as the Directors of the Company as disclosed in the Directors’ Report.
PMW Consultancy Services, operated by Peter Waugh as a sole trader, was paid a fee of £42,000 for the year ended 31
December 2022 (31 December 2021: £50,000) for consulting services to the Company. There was a balance of £5,000
owing at year end (31 December 2021: £nil).
Egholm Consult, operated by Johannus Hansen, was paid a fee of £10,500 for the year ended 31 December 2022 (31
December 2021: £nil) for consulting services to the Company. There was a balance of £nil owing at year end (31 December
2021: £nil).
Nikkeli Greenland A/S, joint venture company, was invoiced £1,641,536 during the year ended 31 December 2022 (31
December 2021: £nil) for management services provided. There was a balance of £873,666 receivable at year end (31
December 2021: £nil). Nikelli Greenland A/S show this balance as part of their contributed capital.
28. Ultimate controlling party
The Directors believe there is no ultimate controlling party.
29. Events after the reporting date
On 14 February 2023, the Company received funding for US$2,000,000 as a convertible loan note. On the same date, the
Company issued 5,800,000 Initial Placement shares at nominal value and 3,798,911 Commencement shares issued a price
of £0.047382 per share to the convertible loan note holder.
On 25 April 2023, the Company mutually agreed to repay the US$2,000,000 amount received for the convertible loan note.
On 28 June 2023, the Company rasied £1,300,000 via the issue and allotment of 74,285,707 new Ordinary Shares at a price
of 1.75 pence per share. On the same day, the Company issued and allotted 571,429 new Ordinary Shares at a price of 1.75
pence per share in lieu of fees.
57