Kendrick Resources : Document

Published on 04/29/2026 at 08:59 pm AEST

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KENDRICK RESOURCES PLC

-5.36%

Company Registration Number: 02401127

KENDRICK RESOURCESPLC

ANNUAL REPORT 29 DECEMBER 2025

CONTENTS

Page

Directors and advisers 2

Chairman's Statement 3

Operational Financial Corporate and Strategy Reviews 5

Strategic Report 8

Board of Directors 13

Directors' Remuneration Report 15

Corporate Governance Statement 19

Directors' Report 24

Statement of Directors' Responsibilities 27

Independent Auditor's Report 28

Group Statement of Comprehensive Income 39

Group Statement of Financial Position 40

Company Statement of Financial Position 41

Group Statement of Cash Flow 42

Company Statement of Cash Flow 43

Group Statement of Changes in Equity 44

Company Statement of Changes in Equity 45

Notes to the Financial Statements 46 - 82

DIRECTORS AND ADVISERS DIRECTORS

C Bird - Chairman

M A Borrelli - Non-Executive Director K Thygesen - Non-Executive Director E Kirby - Non-Executive Director

M Churchouse - Managing Director

COMPANY SECRETARY

N A C Lott

REGISTERED AND HEAD OFFICE

7/8 Kendrick Mews London SW7 3HG Registered No. 02401127

AUDITORS

RPG Crouch Chapman LLP 40 Gracechurch Street London EC3V 0BT, England

FINANCIAL ADVISER AND JOINT BROKER

AlbR Capital Limited 3rd Floor, 80 Cheapside London EC2V 6EE

LEGAL ADVISERS

Edwin Coe LLP

2 Stone Buildings, Lincoln's Inn London WC2A 3TH

JOINT BROKERS

Shard Capital LLP

3rd Floor, 70 St Mary Axe London EC3A 8BE

REGISTRARS

Neville Registrars Limited Neville House

Steelpark Road Halesowen

West Midlands B62 8HD

WEBSITE https://www.kendrickresources.com

Dear Shareholder,

I reported in my last chairman's statement that despite having high potential nickel projects, the cost of exploration and associated works in Scandinavia was too expensive for a junior company in terms of total resource allocation. This was compounded by the weakness of the nickel market, with nickel being the core of our exploration portfolio. I also highlighted that the Company was looking to restructure the portfolio to focus on these metals in jurisdictions it knows, including Southern Africa as it had strong access to people resource and a track record of success providing a network, which is essential for future development.

The board have in these financial statements elected to write off the Airijoki vanadium project in Sweden notwithstanding its prospectivity were it fully funded on the basis that the current funding market for vanadium projects remains very weak with little apparent chance of regaining its anticipated status in the renewal energy market.

Our search for new projects was exhaustive and during the period we reviewed many opportunities, which we decided not to pursue either due to project fundamentals or imbalance between price expectations and prospectivity.

During the year the Company announced on 29 September 2025 the exercise of its option to enter into a joint venture agreement for the exploration of and if appropriate development of the Blue Fox Copper project located in the Northwestern region of Zambia

As a post balance sheet event, we announced the signing of a binding and exclusive agreement to enter into an option over rare earth licences in Namibia, namely EPL 4458 and EPL 6691. The binding and exclusive period was valid until 19 May 2026. On 23 February 2026, the company announced that it had exercised its option and entered into a definitive agreement with Bonya Exploration Pty Namibia ("Bonya").

Since signing the agreement, the company has conducted two capital raisings and conducted a data base preliminary interrogation. The data base is very comprehensive and constitutes an excellent foundation base for future work. We have sent previously generated core for assay and on 16 March 2026 reported excellent total rare earth values and particularly good values of light rare earths with magnetic properties much sought after. The magnetic rare earths being Neodymium, Samarium and Praesidium.

At the time of writing this report the Company is busy drilling and exploring in the licence areas with a view to fast tracking all elements of a feasibility study.

Results for the year: The Group reported a loss before taxation for the year of £2,603,425 (2024:

£3,437,121) mainly due to administrative costs of £443,003 (2024: £693,059), including professional, consulting and directors' fees and an impairment of £2,176,953 (2024: £2,737,711) against licences we have decided to relinquish to focus on the Bonya rare earths and Blue Fox copper projects. Net liabilities at 29 December 2025 amounted to £1,215,036 (2024: net assets of £1,320,795) including exploration and evaluation assets of £Nil (2024: £2,200,826) and cash of £6,525 (2024: £17,551).

Outlook: The junior resource climate has improved over the period and geopolitical tension has put many critical metals and minerals under the spotlight. Rare earths in particular are generally under Chinese control, and the west has little access to the necessary sources of rare earths and the necessary processing facilities. It is the opinion of the Board that our licences are very well situated in that they are 60km from Lüderitz, a deep-water port in southern Namibia, have a powerline running through the property and are close to a key arterial road within the country.

The project history suggests that the potential for this project is well above the global average both in terms of tonnes and grade. It is our intention to progress this project as fast as possible to progress the fundamentals to prove of statement i.e. the project is world class.

Kendrick looks forward to its new life in the rare earths arena and is doing all possible to enhance shareholder value in the short term.

We will keep shareholders posted on our progress and in the meantime will seek to minimise costs and cash outgoings.

AGM and Resolutions: The resolutions for the forthcoming Annual General Meeting will be contained in a separate Notice which will be made available to shareholders and on the website www.kendrickresources.com. The Directors will recommend shareholders to vote in favour of all the resolutions and a form of proxy will be dispatched to all shareholders for this purpose.

I thank my fellow directors and management for their efforts in maintaining the business, whilst restructuring its purpose.

Colin Bird Chairman

28 April 2026

INTRODUCTION

Kendrick Resources Plc was admitted to the Standard Segment of the Main Market of the London Stock Exchange ("Admission") on 6 May 2022 and is currently listed on the FCA's Official List Equity Shares (transition) Category its principal activity is that of mining exploration and development. Prior to this year the Group's focus has been on vanadium, nickel, and copper battery metals projects in Scandinavia via its subsidiaries. During 2025 the Company has, given the Board's extensive resource project experience in Southern Africa and the relative cost of developing projects in Southern Africa compared to Scandinavia, been focussing on acquiring projects in Southern Africa. In 2025 it exercised an option to acquire the Blue Fox copper exploration project located in northwest Zambia and post the year end acquired a 70% interest in Bonya Exploration Pty Namibia ("Bonya") Rare Earth Project located in Namibia which is now the Company's main focus.

The Directors are required to provide a year-end report in accordance with the Financial Conduct Authorities ("FCA") Disclosure Guidance and Transparency Rules ("DTR"). The Directors consider this Financial, Corporate and Operational Review along with the Chairman's Report, the Strategic Review and the Directors' Report provides details of the important events which have occurred during the period and which impact on the financial statements as well as the outlook for the Company and Group going forward.

The Group's strategy is to enhance the value of its mineral resource projects through exploration and technical studies conducted by the Group or through joint venture or other arrangements with a view to establishing the projects can be economically mined for profit. The Group has been seeking to do this by building an energy metals production business focused on nickel, vanadium and copper mineral resources projects in Scandinavia. However having assessed the current funding market for the Group's Airijoki vanadium energy storage project in Sweden the Board have decided to make a full impairment provision against this project notwithstanding the prospectivity of the Airijoki Project were it fully funded. This is so that the Company can focus instead on the Bonya rare earths project in Namibia acquired after the period end and the Blue Fox copper project in Zambia acquired late during the current period, these projects are more prospective than the Scandinavia projects and investors have shown a willingness to support these projects as evidenced by the Company's fundraising post the year end.

Operational Review Acquisition during the year

During the year the Company announced on 29 September 2025 the exercise of its option to enter into a joint venture agreement for the exploration of and if appropriate development of licence number 34412-HQ-LEL located in the Northwestern region of Zambia ("Blue Fox Copper project").

Impairment Provision

Having assessed the current funding market for the Group's Airijoki vanadium energy storage project in Sweden the Board have decided to make a full impairment provision against this project notwithstanding the prospectivity of the Airijoki Project were it fully funded. This is so that the Group can focus instead on the Bonya and Blue Fox projects which are more prospective and for which investors have shown a willingness to support as evidenced by the Company's fundraising post the year end.

In light of this assessment the decision has been made to make a full impairment provision in relation to the exploration and evaluation asset in relation to the Airijoki project.

Summary of Blue Fox Copper Project in Northwest Zambia:

The Blue Fox project comprises large scale exploration licence 34412-HQ-LEL which was issued on 16 October 2023 and expires on 15 October 2027 and is for cobalt, copper, diamond, gold and silver.

The Licence which was previously held by Anglo American Corporation and is located within the highly productive and prospective External Fold and Thrust Belt which is itself situated between the Western Foreland and Domes domains of northwest Zambia.
The Licence is situated along strike of and in the same External Fold and Thrust Belt that hosts Tenke Fungurume (8Mt contained Cu) and the Mutanda mines in Democratic Republic of Congo
The Licence sits adjacent to known copper mineralisation hosted by Roan Group rocks and associated with salt diapir tectonics and fluidised breccias.
Financial Review Financial highlights:
£2.6m loss before tax (2024: £3.4m) due to an impairment provision of £2,176,953 (2024:
£2,737,711) against the Airijoki vanadium licences in Sweden due to a poor funding market for the project
Approximately £7k cash at bank at the year end (2024: £18k).
The basic and diluted loss per share of 0.91 pence (2024: loss 1.40 pence) has been calculated on the basis of the loss of £2,603,425 (2024: loss £3,437,121) and on 286,415,275 (2024: 245,674,119) ordinary shares, being the weighted average number of ordinary shares in issue during the year ended 29 December 2025.
At the year end net liabilities were £(1.22)m due to the loss for the year (2024 (net assets of

£1.32m).

Fundraisings and issues of shares and options

On 25 February 2025 the Company announced it had raised £107,500 before expenses at 0.25 pence per Ordinary Share through the issue of 43,000,000 new Ordinary Shares of £0.0003 each (the "Fundraising Shares") (the "February 2025 Fundraising"). Colin Bird, the Company's Executive Chairman subscribed £20,000 for 8,000,000 Fundraising Shares which represented in aggregate 18.6 per cent. of the gross proceeds ("Colin Bird Share Subscription").

During the period Colin Bird, the Company's Executive Chairman has provided an interest free loan of

£35,000 to the Company ("Colin Bird Loan") and Michael Allardice who provides consultancy services to the company also provided an interest free loan of £3,800 in addition to the £17,500 which he lent in 2024.

Post the year end the Company has raised £1,587,000 by a combination of the issue of shares and convertible loan notes as detailed in note 23 (post balance sheet events) to the Accounts

The Company did not issue any share options during the period. On 28 February 2025, in connection with the February 2025 Fundraising the Company issued a three year warrant to Shard Capital Partners PLC to subscribe for 1,550,000 shares exercisable at 0.25 pence per share.

Corporate Review

Company Board: The Board of the Company at the date of this report comprises Colin Bird, Executive Chairman, Martyn Churchouse Managing Director and Non- executive directors Kjeld Thygesen, Evan Kirby and Alex Borrelli. Admission: The Company was admitted to what is now known as the Equity Shares (transition) Category of the FCA's Official List and to trading on the Main Market of the London Stock Exchange on 6 May 2022. Corporate Acquisitions

There were no corporate acquisitions during the period.

Strategy Review

The Company's strategy is to acquire and enhance the value of its mineral resource projects through exploration, technical studies and resource development and to bring projects to production through joint venture or other arrangements or their sale.

The Kendrick Board has extensive resource project experience in southern Africa and has gravitated back to the region with the acquisition post the year end of a 70% interest in the Bonya Project rare earths located in Namibia. and in late 2025 the exercise of an option in relation to a joint venture to develop the Blue Fox copper project located in northwest Zambia.

Outlook

There is current volatility as markets seeks to understand and anticipate the effects of a second Trump administration, a new era of higher tariffs, and the ongoing conflicts in Ukraine and the Middle East. At a macro level there is a supply shortage for copper and current and forecast prices remain high. Geopolitical tension has put many a critical metals and minerals under the spotlight. Rare earths in particular are generally under Chinese control, with the rest of the world having little access to the necessary sources of rare earths and rare earths processing facilities. It is the opinion of the board that in this regard the Bonya project rare earths project is very well situated given its location 60 km from the Lüderitz deep water port, having a powerline running through the property and being close to a key arterial road.

Funding markets for exploration companies with the right projects has improved and the Company has by raising £1,587,000 demonstrated post the year end that it is able to raise funds in the current environment. The objective of the Board is to work to enhance the value of the Group's Bonya rare earths project and the Blue Fox copper project in Zambia.

The Directors present their strategic report for the year ended 29 December 2025.

PRINCIPAL ACTIVITIES

The Group's principal activity is to enhance the value of its mineral resource projects through exploration and technical studies conducted by the Group or through joint venture or other arrangements with a view to establishing the projects can be economically mined for profit. Prior to this year, the Group's focus has been on vanadium, nickel, and copper battery metals projects in Scandinavia via its subsidiaries. During 2025 the Company has, given the Board's extensive resource project experience in Southern Africa and the relative cost of developing projects in Southern Africa compared to Scandinavia, been focussing on acquiring project in Southern Africa. In 2025 exercised an option to acquire the Blue Fox copper exploration project ("Blue Fox") located in northwest Zambia and post the year end acquired a 70% interest in Bonya Exploration Pty Namibia ("Bonya") Rare Earth Project located in Namibia which is now the Company's main focus.

GOING CONCERN

As disclosed in Note 3, the Group currently has no income and meets its working capital requirements through raising development finance. In common with many businesses engaged in exploration and evaluation activities prior to production and sale of minerals the Group will require additional funds and/or funding facilities in order to fully develop its business plan.

Ultimately the viability of the Group is dependent on future liquidity in the exploration period and this, in turn, depends on the Group's ability to raise funds to provide additional working capital to finance its ongoing activities. Management has successfully raised funds in the past, but there is no guarantee that adequate funds will be available when needed in the future.

As at 29 December 2025, the Group had net liabilities of £1.22m and cash and cash equivalents of

£7k. An operating loss is expected in the year subsequent to the date of these financial statements and as a result the Group will need to raise funding to provide additional working capital to finance its ongoing activities.

Post the year end the Company has raised £1,587,000 by a combination of the issue of shares and convertible loan notes as detailed in note 23 (post balance sheet events) to the financial statements

Based on fundraisings post the year end, the current cash balance of approximately £590K at the date of these financial statements and the Board's assessment that the Group will be able to raise additional funds, as and when required, to meet its working capital and capital expenditure requirements, the Board have concluded that they have a reasonable expectation that the Company and Group can based on the cash flow forecast to 31 July 2027 continue in operational existence for the foreseeable future and at least for a period of 12 months from the date of approval of these financial statements.

However, the Group has not reached a contractual agreement to raise funds at the date of this report, and this represents a material uncertainty that the Group will be able to successfully raise additional funds and in the timeframe required. This may cast significant doubt on the Group's and Company's ability to continue as a going concern for the period to 31 July 2027.

For these reasons the financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

ENERGY CONSUMPTION

The Company consumed less than 40MWh during the period and as such is a Low Energy User as defined in the Environmental Reporting Guidelines Including streamlined energy and carbon reporting guidance March 2019 (Updated Introduction and Chapters 1) and as such is not required to provide detailed disclosures of energy and carbon information. Task Force on Climate-related Financial Disclosures are contained in the Corporate Governance Statement.

PROMOTION OF THE COMPANY FOR THE BENEFIT OF THE MEMBERS AS A WHOLE

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members, as required by s172 of the Companies Act 2006 as detailed below.

The requirements of s172 are for the Directors to:

Consider the likely consequences of any decision in the long term;
Act fairly between the members of the Company;
Maintain a reputation for high standards of business conduct;
Consider the interests of the Company's employees;
Foster the Company's relationships with suppliers, customers, and others; and
Consider the impact of the Company's operations on the community and the environment.

Our Board of Directors remain aware of their responsibilities both within and outside of the Group. Within the limitations of a Group with so few employees we endeavour to follow these principles, and examples of the application of the s172 are summarised and demonstrated below.

The Company operates as a mining exploration and development company which is speculative in nature and at times may be dependent upon fund-raising for its continued operation. The nature of the business is well understood by the Company's members, employees and suppliers, and the Directors are transparent about the cash position and funding requirements.

The Company is investing time in developing and fostering its relationships with its key suppliers.

As a mining exploration company with future operations based in Namibia and Zambia, the Board takes seriously its ethical responsibilities to the communities and environment in which it works. Task Force on Climate-related Financial Disclosures are contained in the Corporate Governance Statement.

The interests of future employees and consultants are a primary consideration for the Board, and we have introduced an inclusive share-option programme allowing them to share in the future success of the Company. Personal development opportunities are encouraged and supported.

KEY PERFORMANCE INDICATORS

Key performance indicators for the Group as a measure of financial performance are as follows:

	2025	2024
	£	£
Total assets	56,086	2,267,173
Net (liabilities ) / assets	(1,215,036)	1,320,795
Cash and cash equivalents	6,525	17,551
Trade and other payables	(1,012,957)	(821,378)
Liabilities related to borrowings	(258,185)	(125,000)
Loss before tax for the year	(2,618,388)	(3,437,121)

Results for the year: The Group reported a loss before taxation for the year of £2,603,425 (2024:

£3,437,121) mainly due to administrative costs of £443,003 (2024: £693,059), including professional, consulting and directors' fees and an impairment of £2,176,953 (2024: £2,737,711) against the Airijoki vanadium licences in Sweden due to a poor funding market for the project . Net liabilities at 29 December 2025 amounted to £(1,215,036 (2024: net assets of £1,320,795) including exploration and evaluation assets of £Nil (2024: £2,200,826) and cash of £6,525 (2024: £17,551). As explained under the Principal Activities section of this report, the Board has decided the Group should focus on its Bonya rare earths project and the Blue Fox copper project in Zambia

PRINCIPAL RISKS AND UNCERTAINTIES

The Group is subject to various risks similar to all exploration companies operating in overseas locations relating to political, economic, legal, industry and financial conditions, not all of which are within its control. The Group identifies and monitors the key risks and uncertainties affecting the Group and runs its business in a way that minimises the impact of such risks where possible.

The following risks factors, which are not exhaustive, are particularly relevant to the Group's current and future business activities:

Licensing and title risk

Governmental approvals, licences and permits are, as a practical matter, subject to the discretion of the applicable governments or government offices. The Group must generally and specifically in relation to future projects comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations by the permitting authorities. New laws and regulations, amendments to existing laws and regulations, or more stringent enforcement could have a material adverse impact on the Group's result of operations and financial condition. The Group's exploration activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitation.

There is a risk that negotiations with the relevant government in relation to the renewal or extension of a licence may not result in the renewal or grant taking effect prior to the expiry of the previous licence and there can be no assurance as to the terms of any extension, renewal or grant. This is a risk that all resource companies are subject to, particularly when their assets are in emerging markets. The Group continually seeks to do everything within its control to ensure that the terms of each licence are met and adhered to.

Dependency on key personnel

Management comprises a small team of experienced and qualified executives. The Directors believe that the loss of any key individuals in the team or the inability to attract appropriate personnel could impact the Group's performance.

Although the Group has entered into contractual arrangements to secure the services of its key personnel, the retention of these services and the future costs associated therewith cannot be guaranteed.

Legal risk

The legal systems in the countries in which the Group's operations are currently and prospectively located are different to that of the UK. This could result in risks such as: (i) potential difficulties in obtaining effective legal redress in the courts of such jurisdictions, whether in respect of a breach of

law or regulation, or in an ownership dispute; (ii) a higher degree of discretion on the part of governmental authorities; (iii) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iv) inconsistencies or conflicts between and within various laws, regulation, decrees, orders and resolutions; and (v) relative inexperience of the judiciary and courts in such matters.

In certain jurisdictions the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain. In particular, agreements in place may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, licence applications or other legal arrangements will not be adversely affected by the actions of government authorities or others and the effectiveness of and enforcement of such arrangements in these jurisdictions cannot be assured.

Liquidity and financing risk

Although the Directors consider that the Company and Group has sufficient funding in place, there can be no guarantee that further funding will be available and on terms that are acceptable to the Company should additional costs or delays arise. Nor can there be any guarantee that the additional funding will be available to allow the Company to obtain and develop additional projects in the necessary timeframe.

The Directors review the Company's and Group's funding requirements on a regular basis, and take such action as may be necessary to either curtail expenditures and / or raise additional funds from available sources including asset sales and the issuance of debt or equity.

Governmental approvals, licences and permits

Governmental approvals, licences and permits are, as a practical matter, subject to the discretion of the applicable governments or government offices. The Group must comply with known standards and existing laws and regulations, any of which may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations by the permitting authorities. Delays in granting such approvals, licences and permits, new laws and regulations, amendments to existing laws and regulations, or more stringent enforcement could have a material adverse impact on the Group's result of operations and financial condition. The Group's activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents which may be withdrawn or made subject to limitation.

Royalty arrangement and the Kabwe plant

Prior to the Company Listing on 6 May 2022 and acquiring the Nordic Projects the Company had an interest in the Kabwe Project which has been fully provided against. As reported in the 2020 accounts Jubilee Metals Group PLC ("Jubilee") is the sole operator of the Kabwe Project and has full control of the execution methodology. In addition, Jubilee has agreed to fund the Kabwe Project by way of debt finance without dilution to Kendrick's shareholding which amounted to a fixed 11% and has been converted to an 11% royalty. Jubilee is currently actively engaged in copper refining through its purpose-designed refinery at Kabwe. The zinc price has been extremely volatile and the zinc tailings at Kabwe may be metallurgically complex, giving way to copper production, being the best alternative to the refinery. Against the aforementioned, the Board has no expectation of any royalty income in the midterm but are in early stage negotiations with Jubilee to sell the royalty back to Jubilee. These negotiations do not warrant a reversal of the previous impairment.

Liability and insurance

The nature of the Group's business means that the Group may be exposed to potentially substantial liability for environmental damages. There can be no assurance that necessary insurance cover will be available to the Group at an acceptable cost, if at all, nor that, in the event of any claim, the level of insurance carried by the Group now or in the future will be adequate.

The Group's operations are also subject to environmental and safety laws and regulations, including those governing the use of hazardous materials. The cost of compliance with these and similar future regulations could be substantial and the risk of accidental contamination or injury from hazardous materials with which it works cannot be eliminated. If an accident or contamination were to occur, the Group would likely incur significant costs associated with civil damages and penalties or criminal fines and in complying with environmental laws and regulations. The Group's insurance may not be adequate to cover the damages, penalties and fines that could result from an accident or contamination and the Group may not be able to obtain adequate insurance at an acceptable cost or at all.

Currency risk

The Company expects to present its financial information in sterling although part or all of its business may be conducted in other currencies. As a result, it will be subject to foreign currency exchange risk due to exchange rate movements which will affect the Group's transaction costs and the translation of its results. The majority of the non sterling payments in 2025 were in Euros and SEK (Swedish Krona) but going forward will be in USD, Namibian Dollars and Zambian Kwacha,

Economic, political, judicial, administrative, taxation or other regulatory factors

The Group may be adversely affected by changes in economic, political, judicial, administrative, taxation or other regulatory factors, in the territories in which the Group will operate particularly in the Scandinavian region.

Taxation

Any change in the Company's tax status or the tax applicable to holding Ordinary Shares or in taxation legislation or its interpretation, could affect the value of the investments or assets held by the Company, which in turn could affect the Company's ability to provide returns to Shareholders and/or alter the post-tax returns to shareholders. Statements in this document concerning the taxation of the Company and its investors are based upon current tax law and practice which may be subject to change.

Approved by the Board of Directors and signed on behalf of the Board.

C Bird Chairman

28 April 2026

Colin Bird

Executive Chairman Colin is a chartered mining engineer and a Fellow of the Institute of Materials, Minerals and Mining with more than 40 years' experience in resource operations management, corporate management, and finance. Colin has multi commodity mine management experience in Africa, Spain, Latin America and the Middle East. He has been the prime mover in a number of public company listings in the UK, Canada and South Africa. His most notable achievement was founding Kiwara Resources Plc and selling its prime asset, a copper property in Northern Zambia, to First Quantum Minerals for US$260 million in November 2009.

Other current directorships

Includes African Pioneer Plc, Bezant Resources Plc, Bird Leisure and Admin (Pty) Ltd, Galileo Resources Plc, Lion Mining Finance Ltd, New Age Metals Inc, Revelo Resources Corp, Sandown Holdings, Shamrock Holdings Inc, Virgo Business Solutions (Pty) Ltd, Xtract Resources Plc, Camel Valley Holdings Inc, Crocus-Serv Resources (Pty) Ltd, Africibum (Pty) Ltd, Enviro Zambia Ltd, and Eureka Mine International Ltd, ProspectOre Pty Ltd, BC Ventures Limited.

Former directorships in the last 5 years

Braemore Resources Ltd, Dullstroom Plats (Pty) Ltd, Enviro Mining Ltd, Enviro Processing Ltd, Enviro Props Ltd, Galagen (Pty) Ltd, Kabwe Operations Mauritius, Maude Mining & Exploration (Pty) Ltd, NewPlats (Tjate) (Pty) Ltd, Newmarket Holdings, Tjate Platinum Corporation (Pty) Ltd, Windsor Platinum Investments (Pty) Ltd, Windsor SA Pty Ltd, Tara Bar and Restaurant CC, Add X Trading 810 CC, Afminco (Pty) Ltd, Dialyn Café CC, Emanual Mining and Exploration (Pty) Ltd, Europa Metals Ltd, Isigidi Trading 413 CC, Jubilee Metals Group Plc, Jubilee Smelting & Refining (Pty) Ltd, Jubilee Tailings Treatment Company (Pty) Ltd, M.I.T. Ventures Group, Mokopane Mining & Exploration (Pty) Ltd, NDN Properties CC, Orogen Gold Plc, Pilanesberg Mining Co (Pty) Ltd, Pioneer Coal (Pty) Ltd, PowerAlt (Pty) Ltd, SacOil Holdings Ltd, Sovereign Energy Plc, Tiger Resource Finance Plc, Thos Begbie Holdings (Pty) Ltd, Mistral Resource Development Corporation ltd, Galileo Resources South Africa (Pty) Ltd and Holyrood Platinum (Pty) Ltd, Umhlanga Lighthouse Café CC, Glenover Phosphate (Pty) Ltd, Mitte Resources Investment Ltd.

Martyn Churchouse:

Martyn Churchouse is a Geologist and consultant with over 40 years' experience working in the mining industry. He graduated from the University of London with a BSc in Geology and also has a MSc in Mining & Exploration from the Camborne School of Mines. Martyn has had experience as a board director and founder of many AIM listed mining and resource companies. Since the beginning of 2022 Martyn has been a consultant to a number of exploration companies with oversight for exploration and mine development programmes covering multiple targets and resources on the African sub-continent.

Other current directorships

Bybrook Community Concierge Ltd, Ford Flyfishers Limited and M Churchouse Consultancy Limited.

Former directorships in the last 5 years

Caerus Mineral Resources Plc and New Cyprus Copper P.A. Ltd.

Kjeld Thygesen

Non-Executive Director Kjeld Thygesen is a mining investment veteran of more than 45 years. After being a mining analyst at James Capel in the latter half of the 1970's he was manager of the commodities department at Rothschild Asset Management between 1980-89. In 1990 he formed Lion Resource Advisors as a specialist adviser in the mining and natural resource sectors. LRA was the advisor to the Midas Fund in the US between 1992-2000, which was one of the top performing funds during that period. From 2002-2008 he was Investment director of Resources Investment Trust, a London listed investment trust which returned a threefold investment during that period. He has served on several mining company boards over the past twenty years including currently being a director of African Pioneer Plc and Xtract Resources Plc.

Alex Borrelli

Non-Executive Director Alex Borrelli, FCA, initially studied medicine and subsequently qualified as a chartered accountant. He has many years' experience in investment banking encompassing flotations, takeovers, and mergers and acquisitions for private and quoted companies. For the last 20 years, he has been acting as chairman and director of various listed companies, and is currently a senior non-executive director of ASX-listed and AIM-listed Greatland Resources Limited and a non-executive director of AIM-listed Bradda Head Lithium Limited.

Evan Kirby

Non-Executive Director Dr Kirby, is a metallurgist with over 40 years of international involvement. He worked initially in South Africa for Impala Platinum, Rand Mines and then Rustenburg Platinum Mines. Then in 1992, he moved to Australia to work for Minproc Engineers and then Bechtel Corporation. After leaving Bechtel in 2002, he established his own consulting company to continue with his ongoing mining project involvement. Evan's personal "hands on" experience covers the financial, technical, engineering and environmental issues associated with a wide range of mining and processing projects.

Other current directorships

Non-executive director of Europa Metals Ltd (listed on AIM and AltX of the JSE) and Bezant Resources Plc (AIM listed), and Director of private company, Metallurgical Management Services Pty Ltd.

Former directorships in the last 5 years

Technical director of Jubilee Metals Group PLC (AIM listed), Balama Resources Pty Ltd (Private Company, formerly ASX listed New Energy Minerals Limited and originally Mustang Resources Limited).

This Directors' Remuneration Report sets out the Company's policy on the remuneration of Directors, together with details of Directors' remuneration packages and service contracts for the year ended 29 December 2025.

The Company's policy is to maintain levels of remuneration to attract, motivate, and retain Directors and Senior Executives of the highest calibre who can contribute their experience to deliver industry-leading performance with the Company's operations. The Company is nonetheless mindful of the need to balance this objective with the fact that it is pre-revenue.

Since listing on 6 May 2022, the Company's Directors have largely remunerated through a combination of modest salaries and/or fees, share options and where relevant, equity positions as founders and as a result the total salaries and fees payable to directors has been relatively modest.

As the Company grows, and increasingly makes hires, it will become necessary to move to a more longterm and sustainable policy, which continues to align the interests of Directors and senior staff with those of shareholders while recognising that new hires will not initially have a significant equity position.

Accordingly, it is likely that compensation packages for Executive Directors will need to move over time to a level more consistent with the market. Currently, Directors' remuneration is not subject to specific performance targets. The Company is sufficiently small that the Board does not consider that it is necessary to impose such targets as a matter of principle but believes that exceptional performance can be rewarded on an ad hoc basis.

The 2021 AGM approved a share option scheme which is to incentivise both Executive, non-Executive Directors, and consultants as well individuals holding positions of responsibility in the Company ("Share Option Scheme"). On 2 February 2023 the Company announced that pursuant to the Share Option Scheme 22,550,000 options over Ordinary Shares ("Options") were awarded, 13,750,000 of the Options were awarded to Directors of the Company, as detailed further in Note 19 and the balance of 8,800,000 Options to other eligible participants. The Company had not previously issued any Options under the Share Option Scheme.

The 2024 Annual General Meeting also approved revisions to the Company's incentive schemes The primary changes relate to the Annual Incentive Schemes so as to more closely align the annual incentive awards with the interest of shareholders which is primarily increases in the Company's share price (the "Revised Incentive Schemes"). Awards under the Revised Incentive Schemes are not intended to replace the Share Option Scheme arrangements. The Revised Incentive Schemes shall continue in place until the Board of the Company have put an alternative incentive scheme to the Company's shareholders which the Company's shareholders have approved.

The Revised Incentive Schemes included Annual Incentive Awards: These will be awarded to Eligible Participants with a minimum of 80% of their awards being related to Company performance and the balance related to individual key performance indicators determined by the remuneration committee. The foregoing percentages are so as to more closely align the annual incentive awards with the interest of shareholders which is primarily increases in the Company's share price. Eligible Participants annual incentive award based on the Company performance will be based on improvements in the Company's share price in the preceding 12 month period ("Company Share Price Increase"). Following shareholder approval an annual Company Share Price Increase measure was introduced with effect from 30 June 2024. The base share price for the Company Share Price Increase was 0.9456 pence per share for the initial year being the higher of i) the VWAP for June 2024 and ii) the highest calendar monthly VWAP during the 12 months to 30 June 2024 in both cases multiplied by 120% (the "Initial Base Share Price"). In the second and subsequent years the Company Share Price Increase will be "high water marked" by the Base Share Price for the relevant year being the higher of i) the Initial Base Share Price and ii) the highest Year End Share Price (as defined below) for each previous year since the Initial Year multiplied by 120%. The year

end share price for each year will be the 30 day VWAP in the last month of the 12 month period (the "Year End Share Price"). The participation rate in the Company Share Price Increase above the Base Share Price for the applicable year will be 5% (the "Participation Rate"). In the year ended 30 June 2025 there was no awards made under the Annual Incentive Awards,

The Board considers the remuneration of Directors and senior staff and their employment terms and makes recommendations to the Board of Directors on the overall remuneration packages. No Director takes part in any decision directly affecting their own remuneration.

There has been no correspondence to date from shareholders relating to Directors' remuneration matters and therefore no such matters have been considered by the Board in formulating the Company's remuneration policy.

In determining Executive Director remuneration policy and practices, the Board aims to address the following factors:

Clarity - remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce;
Simplicity - remuneration structures should avoid complexity and their rationale and operation should be easy to understand;
Risk - remuneration arrangements should ensure reputational and other risks from excessive rewards, and risks that can arise from target-based incentive plans, are identified and mitigated;
Predictability - the range of possible values of rewards to individual directors and any other limits or discretions are identified and explained at the time of approving the policy;
Proportionality - the clarity of the link between individual awards, the delivery of strategy and the long-term performance of the company should be clear; and
Alignment to culture - incentive schemes, when implemented will drive behaviours consistent with company purpose, values and strategy.

Directors' remuneration

Remuneration of the Directors for the years ended 29 December 2025 and 2024 was as follows:

2025

	Directors' Fees £	Salary and Consulting Fees £	Total fees year ended £
C Bird	18,000	30,000	48,000
K Thygesen	18,000	-	18,000
M A Borrelli	18,000	-	18,000
E Kirby	18,000	-	18,000

M. Churchouse 18,000 6,000 24,000

Total 90,000 36,000 126,000

On 2 February 2023 the Directors were, pursuant to the Executive Share Option Scheme approved at the AGM on 4 February 2021, granted 13,750,000 options over ordinary shares expiring on 3 February 2031 with an exercise price of 3.5 pence ("Share Option Scheme Options"). Further details of the Share Option Scheme Options issued to Directors are provided in the Directors' Report on page 24.

2024

	Directors' Fees £	Salary and Consulting Fees £	Total fees year ended £
C Bird	18,000	30,000	48,000
K Thygesen	18,000	-	18,000
M A Borrelli	18,000	-	18,000
E Kirby	18,000	-	18,000

M. Churchouse 18,000 6,000 24,000

Total 90,000 36,000 126,000

Note 21 provides details of Director's Letters of Appointment and Service Agreements.

Pension arrangements

There were no pensions or other similar arrangements in place with any of the Directors during the years ended 29 December 2025 or 2024.

Directors' Interests

The interests (as defined in the Companies Act) of the Directors holding office during the period as at the year end in the share capital are shown below:

29 December 2025 29 December 2024

Director	Number of Ordinary Shares	Percentage of issued ordinary share capital	Number of Ordinary Shares	Percentage of issued ordinary share capital
Colin Bird*	55,819,227	19.03%	47,819,227	19.11%
Martyn Churchouse	-	-	-	-
Kjeld Thygesen	2,142,857	0.73%	2,142,857	0.86%
Alex Borrelli	82,777	0.03%	82,777	0.03%
Evan Kirby	-	-	-	-

* Includes 3,695,238 shares held by Lion Mining Finance Ltd and 33,428,571 shares held by Camden Park Trading Ltd, companies controlled by Colin Bird.

13,750,000 options over ordinary shares expiring on 3 February 2031 with an exercise price of 3.5 pence were granted to Directors on 2 February 2023 pursuant to the Share Option Scheme approved at the AGM on 4 February 2021 ("Share Option Scheme Options"). Further details of the Share Option Scheme Options issued to Directors are provided in the Directors' Report on page 24 and in note 19.

No warrants were issued to Directors in 2025, at Admission on 6 May 2021 the warrants in the table below over ordinary shares in the issued share capital of the Company were issued to Directors in office at the period end. 4,380,952 Convertible Note Warrants, including 1,409,524 Convertible Note Warrants issued to Lion Mining Finance Limited, a company controlled by Colin Bird, expired on 6 November 2023 and the Fundraising Warrants expired on 6 May 2025. None of the warrants were exercised during the period.

Director	Number of Warrants	Exercise price (pence)	Expiry Date
Colin Bird
Fundraising Warrants	1,571,400	6.0	Expired on 6 May 25
Kjeld Thygesen			-
Fundraising Warrants	1,000,000	6.0	Expired on 6 May 25
Alex Borrelli	-	-	-
Evan Kirby	-	-	-
Martyn Churchouse	-	-	-

Other than as set out above, none of the Directors as at 29 December 2025 held any interest in shares of the Company during the year.

This report was approved by the Board on 28 April 2026 and signed on its behalf by:

C Bird Chairman

28 April 2026

The Company is managed under the direction and supervision of the Board of Directors. Among other things, the Board sets the vision and strategy for the Company in order to effectively implement the Company's business model.

Good corporate governance creates shareholder value by improving performance while reducing or mitigating risks that the Company faces as we seek to create sustainable growth over the medium to long-term. It is the role of the Chairman to lead the Board effectively and to oversee the adoption, delivery and communication of the Company's corporate governance model. The Company's corporate governance statement is available in the investor section of the Company's website at https://www.kendrickresources.com/

The Listing Rules require all companies initially admitted to the Standard Segment of the FCA's Official List to adopt and comply with a recognised corporate governance code, the Board has adopted the Quoted Companies Alliance Corporate Governance Code (the "Code"). It was decided that the Code was more appropriate for the Company's size and stage of development than the more prescriptive Financial Reporting Council's UK Corporate Governance Code.

The Company holds board meetings as issues arise which require the attention of the Board and also discuss matters amongst themselves prior to passing written resolutions of all the Directors. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company and establishing the policies of the Company. It is the Directors' responsibility to oversee the financial position of the Company and monitor the business and affairs of the Company, on behalf of the Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal control and the Company's approach to risk management and has formally adopted an anti-corruption and bribery policy.

The experience and background of the directors is summarised in the Board of Director's section of the financial statements. The directors, each of whom has over 30 years' experience in the mining and exploration industry, maintain and update their skills and knowledge through ongoing involvement in active exploration and development projects, regular engagement with technical advisers and industry specialists, participation in industry conferences and professional forums, and continuous review of regulatory, technical and market developments relevant to the minerals sector.

The Directors have established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities. There is no separate Nomination Committee given the size of the Board and, during the year, no such committee met. All Director appointments are approved by the Board as a whole.

Evan Kirby and Kjeld Thygesen are considered by the Board to be independent Non-Executive Directors.

Audit Committee

The Audit Committee, which currently comprises Alex Borrelli (Chairman of the Audit Committee), Evan Kirby and Kjeld Thygesen and has the primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Company's auditors relating to the Company's accounting and internal controls. The Committee is also responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring the financial performance of the Company is properly monitored and reported. The Audit Committee will meet not less than three times a year. Given the size of the Company it does not have an internal audit function and the auditors take this into consideration in planning their audit of the Company's financial statements.

Remuneration Committee

The Remuneration Committee, which currently comprises Evan Kirby (Chairman of the Remuneration Committee), Kjeld Thygesen and Alex Borrelli and is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.

Share Dealing Code

The Company has adopted, with effect from Admission, a share dealing policy regulating trading and confidentiality of inside information for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are admitted to trading on the Official List (particularly relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing policy. None of the Directors dealt in the Company's shares during the period.

Meetings of the Directors

The number of meetings of the Board of Directors of the Company and its committees held during the year ended 29 December 2025 and the number of meetings attended by each director is tabled below.

2025

Meetings held whilst in office

No. of meetings attended

	Board	Audit	Board	Audit
C. Bird	2	n.a.	2	n.a.
M.A. Borrelli	2	2	2	2
E. Kirby	2	2	2	2
K Thygesen	2	2	2	2
M Churchouse	2	n.a.	2	n.a.

2024

Meetings held whilst in office

No. of meetings attended

	Board	Audit	Board	Audit
C. Bird	3	n.a.	3	n.a.
M.A. Borrelli	3	3	3	3
E. Kirby	3	3	3	3
K Thygesen	3	3	3	3
M Churchouse Diversity Policy	3	n.a.	3	n.a.

The Board operates a policy whereby Directors and other individuals considered for employment and professional services across the Group are selected on the basis of their experience, professional qualifications and ability and as such the Company does not discriminate on aspects such as age, gender or educational and professional background.

The Company is a small exploration company and the Company's only employees comprise the five Board Directors four of whom have been in office since Admission on 6 May 2022 and were the Board members on the basis of whose experience and expertise investors invested in the Company at the time of the Listing.

The Company has at the date of these financial statements not met the following targets on board diversity

at least 40% of the individuals on its Board of Directors are women;
at least one of the following senior positions on its board of directors is held by a woman
(A) the chair; (B) the chief executive; (C) the senior independent director; or (D) the chief financial officer; and
at least one individual on its Board of Directors is from a minority ethnic background.

The diversity composition of the Board is shown in the table below:

Number of board members	Percentage of the board	Number of senior positions on the board (1)	Number in executive management	Percentage of executive management
Men 5	100 %	3	2	100%
Women -	-	-	-	Nil

(1) (CEO, SID and Chair)

Ethnic Background of Board members

	Number of board members	Percenta ge of the board	Number of senior positions on the board (1)	Number in executive management	Percentage of executive management
White British or other White (including minority-white groups)	5	100%	3	2	40%
Mixed/Multiple Ethnic Groups	-	-	-	-	-
Asian/Asian British	-	-	-	-	-
Black/African/Caribbean/ Black British	-	-	-	-	-
Other ethnic group, including Arab	-	-	-	-	-
Not specified/ prefer not to say	-	-	-	-	-

(1) (CEO, SID and Chair)

Internal control

The Board is responsible for establishing and maintaining the Group's system of internal control. Internal control systems manage rather than eliminate the risks to which the Group is exposed and such systems, by their nature, can provide reasonable but not absolute assurance against misstatement or loss.

There is a continuous process for identifying, evaluating and managing the significant risks faced by the Group. The key procedures which the Directors have established with a view to providing effective internal control, are as follows:

¨Identification and control of business risks -The Board identifies the major business risks faced by the Group and determines the appropriate course of action to manage those risks.

¨ Budgets and business plans - Each year the Board approves the business plan and annual budget. Performance is monitored and relevant action taken throughout the year through the regular reporting to the Board of changes to the business forecasts.

¨ Investment appraisal - Capital expenditure is controlled by budgetary process and authorisation levels. For expenditure beyond specified levels, detailed written proposals must be submitted to the Board. Appropriate due diligence work is carried out if a business or asset is to be acquired.

Environment, health, safety and community statement

The Group is committed to providing a safe working environment for all its employees and to responsibly manage all of the environmental interactions of its business. Its objective is to perform and achieve at a level notably in excess of the regulatory minimum required by the host countries in which it does business.

The following specific principles in relation to Health & Safety, Environment and Communities are adhered to by the Group:

Health & Safety

Provision of health and safety training to all employees;
All necessary measures are taken to minimise workplace injuries; and
Establishment of management and advisory programmes for the prevention of transmissible diseases.
Environment
The Group prides itself on being a skilled and responsible operator. It functions with the clear mandate of being in full compliance with corporate standards, applicable environmental laws, regulations and permit requirements. It has an internal monitoring programme in place that plays a critical role in continuously improving its environmental performance.
The Group strives to minimise its environmental effects wherever and to:
Comply with applicable laws, regulations and commitments wherever it operates;
Ensure it has the necessary resources, procedures, training programmes and responsibilities in place to achieve its environmental objectives;
Strive to protect air and water quality, minimise consumption of water and energy, and protect natural habitats and biodiversity;
Promote an ongoing environmental dialogue with its stakeholders in the communities where it conducts business;
Collaborate with stakeholders to define environmental priorities and to protect the environment; and
Consider the requirement for environmental protection in all aspects of exploration and development.
Communities
As well as recognising the need to protect the natural environment the Group will follow Best Practices in:
its interactions with local communities;
respecting customs and cultural practices; and
minimising intrusion upon lifestyles and traditions.

The Group will not violate human rights and will, wherever possible, favour employment for local people when it recruits. It will strive to be recognised as a socially aware and responsible business.

Task Force on Climate-related Financial Disclosures (TCFD)

The Group has not included climate-related financial disclosures consistent with any of the TCFD Recommendations and Recommended Disclosures, as required by Listing Rule 14.3.27, neither in this annual financial report or any other document as it has not yet established the metrics and obtained the data to do this. Set out below is a summary of the Group's activities and how the Group proposes to align with the TCFD recommendations. The Group will provide an update of its alignment with the TCFD recommendations in next year's Annual Report.

TCFD was established in 2015 to improve and increase reporting of climate-related financial information and to provide information to investors about the actions companies are taking to mitigate the risks of climate change, as well as to provide increased clarity on the way in which they are governed.

As an organisation, we recognise the growing importance of understanding the impact of climate change on the environment in which we operate and its potential impact on the business.

The Group's exploration activities are "asset" light as the Group does not own its drilling and exploration equipment and instead uses contractors and it is a standard operating procedure for exploration activities to be conducted in accordance with applicable environmental regulations. The effect of this is that the Group's demand for and use of carbon fuels is very low though its contractors will use carbon fuels. An opportunity arising for the Group's from climate change is that copper is projected to increase in response to the global green energy transition in particular for electric vehicles, charging stations and the generation and distribution of renewable energy.

The Group is planning to adopt the TCFD framework and recommendations to the extent that it is appropriate given the size of the company and its activities. The framework is useful as a guide to understand how climate change could impact a broad range of business drivers and will provide a structured approach for the Group, to work towards embedding climate into our decision-making and will enable us to learn from and apply best practice on reporting and disclosures.

We see this as a means to increase the quality and transparency in our climate related disclosures whilst taking the first steps on the roadmap of TCFD reporting. We aim to ensure our stakeholders will have a better understanding of the Group's operational and business resilience to climate change and how we will incorporate the consideration of climate-related risks and opportunities in our business model. The table below provides a brief statement on our current thought process to understand and begin aligning with the TCFD recommendations.

Governance: The Group's governance relating to climate-related risks and opportunities is the responsibility of the Board. Strategy: The actual and potential impacts of climate-related risks and opportunities will have effects on the business policies, strategy and financial planning of the Group. Risk Management: The financial director is responsible for the Group's risk assessment and identifying, assessing, and managing climate related risks is part of that function. Metrics & Targets: The formulation of metrics and targets used to assess and manage relevant climate related risks and opportunities will be considered.

The Directors present their report together with the audited financial statements, for the year ended 29 December 2025.

RESULTS AND DIVIDENDS

The results for the year are set out in the Group Statement of Comprehensive Income on page 39. The Directors do not recommend the payment of a dividend on the ordinary shares (2024: nil).

DIRECTORS

The names of the Directors who served throughout the period and subsequent to the year end, except where shown otherwise, are as follows:

C Bird , K Thygesen , M A Borrelli, E Kirby and M Churchouse.

DIRECTORS' REMUNERATION

The Directors' remuneration is detailed in the Directors' Remuneration Report on pages 15 to 18.

DIRECTORS' AND OFFICERS' INDEMNITY INSURANCE

The Group has purchased Directors' and Officers' liability insurance which provides cover against liabilities arising against them in that capacity.

ISSUES OF SHARES, OPTIONS AND WARRANTS

22,550,000 options over ordinary shares expiring on 3 February 2031 with an exercise price of 3.5 pence were granted on 2 February 2023 pursuant to the Share Option Scheme approved at the AGM on 4 February 2021 ("Share Option Scheme Options"). Of the 22,550,000 Share Option Scheme Options, 13,750,000 were awarded to directors of the Company, as detailed in the table below and the balance of 8,800,000 to other eligible participants. The Company has not previously issued any Share Option Scheme Options.

Executive Directors	No. of Options
Colin Bird Executive Chairman	6,000,000
Martyn Churchouse	5,000,000
Non Executive Directors:
Alex Borrelli	1,000,000
Evan Kirby	1,000,000
Kjeld Thygesen	750,000
Total Directors	13,750,000

The Company did not issue any share options during the period On 28 February 2025, in connection with the February 2025 Fundraising the Company issued a three year warrant to Shard Capital Partners PLC to subscribe for 1,550,000 shares exercisable at 0.25 pence per share.

FINANCIAL INSTRUMENTS

An explanation of the Group's financial risk management objectives, policies and strategies is set out in note 20.

IMPACT OF UKRAINE CONFLICT

The Directors consider as a result of the Ukraine conflict and related sanctions there is no impact on the Company as it has no assets or business activities or suppliers with links in Ukraine or Russia and is not aware of any persons sanctioned in relation to the Ukraine conflict owning shares in the Company.

IMPACT OF IRAN WAR

The Directors consider as a result of the war in Iran and ongoing middle east conflict and related sanctions there is no immediate impact on the Company as it has no assets or business activities or suppliers with links to Iran and is not aware of any persons sanctioned in relation to Iran owning shares in the Company. The Company is monitoring the position given the uncertainty of the impact of the war in Iran on the supply of oil, gas and other resources from the Middle East and the effect this may have on supply chains, inflation and macro-economic factors.

EVENTS AFTER THE REPORTING DATE

Events after the reporting date have been disclosed in note 23 to the financial statements.

STATEMENT AS TO THE DISCLOSURE OF INFORMATION TO THE AUDITORS

The Directors, who were in office at the date of approval of this report, confirm that, so far as they are aware, there is no relevant audit information of which the Company's auditor is unaware and that they have taken all reasonable steps to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

The Directors are responsible for preparing the financial statements in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ("DTR") and with UK adopted International Accounting Standards.

The Directors confirm to the best of their knowledge that:

the financial statements have been prepared in accordance with the relevant financial reporting framework and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the Company; and
the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the financial position of the Group and the Company, together with a description of the principal risks and uncertainties that it faces; and
the annual report and financial statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for shareholders to assess the Group's position, performance, business model and strategy.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006.
AUDITORS
The auditors, RPG Crouch Chapman LLP have indicated their willingness to continue in office. A resolution to re-appoint them will be proposed at the forthcoming Annual General Meeting.
Approved by the Board of Directors and signed on behalf of the Board.

C Bird Chairman
28 April 2026
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have prepared financial statements in accordance with UK adopted International Accounting Standards (IFRSs).
The financial statements are required by law and IFRSs as adopted by the UK to present fairly the financial position of the Company and the financial performance of the Company. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing the financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material departures disclosure and explained in the financial statements;
and
prepare financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for maintaining adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Independent auditor's report to the members of Kendrick Resources PLC Opinion on the financial statements
In our opinion:
the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 29 December 2025 and of the Group's loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Kendrick Resources PLC (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 29 December 2025 which comprise the Group Statement of Comprehensive Income, the Group Statement of Financial Position, the Company Statement of Financial Position, the Group Statement of Cash Flow, the Company Statement of Cash Flow, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Material uncertainty relating to going concern
We draw your attention to Note 3 to the Group and Company financial statements which explains that the Group and Company currently has no income and meets its working capital requirements
through raising development finance. Post the year end the Company has raised £1,587,000 by a combination of the issue of shares and convertible loan notes. The nature of the Group and Company's exploration operations will require additional funds and/or funding facilities in order to fully develop its business plan.
These circumstances indicate the existence of a material uncertainty that may cast significant doubt upon the Group and Company's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include any adjustments that might be necessary should the Group not continue as a going concern. Our opinion is not modified in respect of this matter.
For the reason set out above and based on our risk assessment, we determined going concern to be a key audit matter.
Our evaluation of the directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:
Evaluated the design and implementation of key internal controls over management's assessment of going concern, considering in detail the rationale provided and whether this was consistent with our understanding as well as audit evidence obtained;
Considered the accuracy of forecasts produced by management by reference to key assumptions made, as well as identifying specific elements of the forecasts that are critical for demonstrating that the business remains a going concern, taking into account variances that arose;
Tested the mechanical integrity of the forecast model prepared by management by checking the accuracy and completeness of the model, including challenging the appropriateness of estimates and assumptions with reference to empirical data and external evidence;
Considered the key financial data of the group and company at year end and assessed the financial headroom available by reference to ongoing cash commitments over a period of at least 12 months from the date of the approval of these financial statements;
Considered the existing funding facilities with Sanderson, which was restructured post year end with a revised settlement date of 30 June 2027, as well as assessed Management's ability to raise funds successfully through equity placements;
Specifically considered the short term liability position and management's sensitivity analysis where repayment is immediately required and their exposure based on agreements with shareholders, directors and relevant creditors;
Considered post year-end financial information, including board minutes and other events in order to further assess the performance, strength as well as the ability of the business to settle liabilities as they fall due since the balance sheet date to the date of the approval of the financial statements.
Reviewed the adequacy and completeness of the disclosure included within the financial statements in respect of going concern.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

Key audit matters

2025

KAM 1 Carrying value ✓

of exploration and evaluation asset

KAM 2 Going Concern ✓

Materiality

Group financial statements as a whole

£52,000 based on 2% of total expenses.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and the Group's system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial statements including with respect to the consolidation process.

We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.

Components in scope

From the above risk assessment and planning procedures, we determined which of the Group's components were likely to include risks of material misstatement relevant to the Group's financial statements. We then determined the type of procedures to be performed at these components, and the extent to which component auditors were required to be involved.

For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient appropriate evidence. As part of performing our Group audit, we have determined the components in scope as follows:

Component

Name

Entity

Group Audit Scope

Kendrick Resources Plc

Statutory audit and procedures on the entire financial information of the

component.

Northern X Group

Northern Scandinavia AB

Northern Finland OY

Procedures on one or more classes of transactions, account balances or disclosures.

The remaining entities were not assessed as in the scope of the group audit.

In determining components, we have considered how components are organised within the Group, and the commonality of control environments, legal and regulatory framework, and level of aggregation associated with individual entities. Whilst there is relative commonality of controls across the group, differences in jurisdictional risk, and the legal and regulatory frameworks under which the entities operate, prevent the further amalgamation of components.

The Group engagement team has performed all procedures directly, and has not involved component auditors in the Group audit.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How the scope of our audit addressed the key audit matter

Carrying Value of Exploration and Evaluation Asset

At 29 December 2025, the Group held exploration and evaluation assets with a carrying amount of £nil

(2024: £2,200,826).

We have performed the following procedures in respect of the impairment of the exploration and evaluation assets:

(References: Significant

We reviewed and challenged

Management's assessment of

accounting policies - Note 3,

Exploration and evaluation assets Critical

accounting judgements and

key sources of estimation uncertainty -

Impairment of Exploration and evaluation assets, and Determination of Cash-generating units for

Exploration and Evaluation assets - Note 4, Exploration and Evaluation assets - Note 12.)

The Directors are required to assess whether impairment indicators exist in accordance with IFRS 6 and perform impairment testing if such indicators are identified.

At year end, the Directors assessed the exploration and evaluation assets for indicators of impairment which showed that some indicators exist for certain assets and therefore a detailed impairment assessment was performed by the Directors.

There is a risk that the Directors will not identify the impairment indicators correctly when they exist. Where impairment indicators were identified we have extended our procedures to audit the impairment assessment. Given the financial significance of the exploration and evaluation of assets, and the significant judgement involved in determining whether an indicator of impairment exists, we consider this to be a significant risk and a key audit matter.

impairment indicators per

IFRS 6;

We assessed exploration assets for impairment indicators through inquiries of the Directors and obtained any relevant supporting evidence for the Directors' future plans; and
We reviewed the disclosures in the financial statements, including the appropriateness of key judgements and sensitivities regarding asset carrying values and impairment.
Since indicators were identified for the group's exploration assets we extended our procedures to audit the Directors' calculated impairment charge as at 29 December 2025 as follows:
We discussed with Management their strategic decisions and funding positions regarding the Scandinavian projects;
We recalculated the impairment charge determined by the Directors; and
Checked the disclosures in the annual report meets the requirements of IFRS.

Key observations:

We found the key judgements made by management in assessing the exploration assets for indicators of

impairment to be reasonable.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:

	Group financial statements	Parent company financial statements
	2025	2025
Materiality	£52,000	£47,000
Basis for determining materiality	2% of total expenses	2% of total expenses
Rationale for the benchmark applied	Profit and loss activity was deemed to be the appropriate benchmark for the calculation of Group materiality as this is the main activity in the Group for the year following the full impairment of its exploration and evaluation assets. In our opinion this is therefore the benchmark with which the users of the financial statements are principally concerned.	The Parent Company does not trade, it acts as a holding company for the Group. This benchmark aligns with the focus of key stakeholders. In our opinion this is therefore the benchmark with which the users of the financial statements are principally concerned.
Performance materiality	£31,000	£28,000
Basis for determining performance materiality	60% of the above materiality levels	60% of the above materiality levels
Rationale for the percentage applied	The percentages applied reflected our assessment of aggregation risk, the nature of	The percentages applied reflected our assessment of aggregation risk, the nature of

for performance materiality

the Group's operations, and our expectation of the level of misstatement based on our risk

assessment.

the Company's operations, and our expectation of the level of misstatement based

on our risk assessment.

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, which was determined to be the Parent Company whose materiality and performance materiality are set out above.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £2,600. We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the information included in the document entitled Annual Report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and Parent

Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors' report.

Directors' remuneration

In our opinion, the part of the Directors' remuneration report to be audited has been properly prepared in accordance with the Companies

Act 2006.

Matters on which we are required to

report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of Directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

Our understanding of the Group and the industry in which it operates;
Discussion with management and those charged with governance and the Audit Committee; and
Obtaining an understanding of the Group's policies and procedures regarding compliance with laws and regulations.
we considered the significant laws and regulations to be the Companies Act 2006, UK adopted International Accounting Standards, the Listing Rules and Disclosure and Transparency Rules and UK taxation legislation, employment taxes and licencing and environmental regulations in the Group's operational jurisdictions, Anti-bribery and corruption legislation.
Our procedures in respect of the above included:
Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation; and
- Review of legal expenditure accounts to understand the nature of expenditure incurred.
  Fraud
  We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the Group's policies and procedures relating to:
- Detecting and responding to the risks of fraud; and
- Internal controls established to mitigate risks related to fraud.
Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be Management override of controls.
Our procedures in respect of the above included:
Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and
Assessing significant estimates made by management for bias such as the carrying value of exploration and evaluation assets.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters which we are required to address

We were appointed by the directors of Kendrick Resources PLC on 17 February 2026 to audit the financial statements for the period ended 29 December 2025 and subsequent financial periods. Our total uninterrupted period of engagement is 1 year, covering the year ended 29 December 2025.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the group or parent company and we remain independent of the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the Parent Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Steven Johnson (Senior Statutory Auditor)

For and on behalf of RPG Crouch Chapman LLP Chartered Accountants and Statutory Auditors 40 Gracechurch Street

London EC3V 0BT

Date: 28 April 2026

RPG Crouch Chapman LLP is a limited liability partnership registered in England and Wales (with registered number OC375705).

GROUP STATEMENT OF COMPREHENSIVE INCOME

Year ended 29 December 2025
	Notes	Year to 29 December 2025 £	Year to 29 December 2024 £
Administrative expenses Reversal of previously capitalised exploration and evaluation expenditure	5	(443,003) 27,829	(693,059) -
Gain in fair value of investment Impairment charge on exploration and evaluation assets	12	5,559 (2,176,953)	- (2,737,711)
Operating loss	5	(2,586,568)	(3,430,770)
Finance expense	5	(16,857)	(6,351)
Loss before tax Taxation	8	(2,603,425) -	(3,437,121) -
Loss for the year		(2,603,425)	(3,437,121)
Other comprehensive loss: Foreign currency difference on translation of foreign operations		(36,031)	133,917
Taxation		-	-
Total comprehensive loss for the year		(2,639,456)	(3,303,204)
Basic and diluted loss per share	9	(0.91)p	(1.40)p

The notes on page 46 to 82 form part of these financial statements. All amounts are derived from continuing operations.

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Kendrick Resources plc published this content on April 29, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 29, 2026 at 10:58 UTC.

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