Bluejay Mining : 2023 Final Results

Registered number: 05389216

BLUEJAY MINING PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

BLUEJAY MINING PLC

CONTENTS

	Page
Company Information	2
Chairman's Report	3
Strategic Report	5
Directors' Report	9
Statement of Directors' Responsibilities	12
Corporate Governance Report	13
Independent Auditor's Report	18
Statements of Financial Position	23
Consolidated Income Statement	24
Consolidated Statement of Comprehensive Income	25
Consolidated Statement of Changes in Equity	26
Company Statement of Changes in Equity	27
Statements of Cash Flows	28
Notes to the Financial Statements	30

BLUEJAY MINING PLC

COMPANY INFORMATION

Directors	Michael Hutchinson (Non-Executive Chairman)
	Eric Sondergaard (Managing Director)
	Roderick McIllree (Non-Executive Director)
	Troy Whittaker (Non-Executive Director)
	Harry Ansell (Non-Executive Director)
Company Secretary	Westend Corporate LLP
Registered Office	6 Heddon Street
	London
	W1B 4BT
Company Number	05389216
Bankers	HSBC Bank plc
	129 New Bond Street
	London
	W1J 2JA
Nominated Adviser	S.P. Angel Corporate Finance LLP
	Prince Frederick House
	35-39 Maddox Street
	London
	W1S 2PP
Joint Brokers	S.P. Angel Corporate Finance LLP
	Prince Frederick House
	35-39 Maddox Street
	London
	W1S 2PP
	W.H.Ireland
	24 Martin Lane
	London
	EC4R 0DR
Independent Auditor	PKF Littlejohn LLP
	Statutory Auditor
	15 Westferry Circus
	Canary Wharf
	London
	E14 4HD
Solicitors	Hill Dickinson LLP
	The Broadgate Tower
	20 Primrose Street
	London
	EC2A 2EW

2

BLUEJAY MINING PLC

CHAIRMAN'S REPORT

Dear Shareholders,

As we look back on 2023, I am proud to address you at a pivotal moment in Bluejay Mining PLC's journey. After a year that presented the company with significant challenges, we concluded with decisive corporate renewal and a revitalised focus on our strategic objectives.

Last year, the winds of change swept through our boardroom. In December, a transformative board and management overhaul took place, which saw the appointment of new, dedicated leaders including non-executive directors and a fresh executive team. This bold move was essential to steer our company back towards its core mission: unlocking the value within our significant portfolio of new and existing mineral assets.

With a streamlined leadership, we sharpened our strategic focus, dedicating ourselves to our flagship Disko-Nikkeli project, where we anticipate making a transformative mineral discovery. Through our joint venture with KoBold Metals, we are advancing a project that promises not just to enhance shareholder value but also to contribute meaningfully to the global green transition.

Operationally, we have taken significant steps to increase efficiency and reduce costs. We have rigorously reviewed our expenses, cutting overheads and honing our team to only necessary personnel without compromising on our operational capabilities. This lean approach has positioned us to navigate the complex and challenging environment of mineral exploration with agility and precision.

During the year, we also recognised the importance of preserving shareholder trust and funds. Thus, we recalibrated our strategy, concentrating on desktop activities such as project divestments, ensuring that we direct our resources toward the most promising opportunities. One important development was the reclassification of the Dundas resource. The Dundas Ilmenite Project was impacted by bad management decisions, poor planning, as well as the use of an unsuitable drilling rig during a subsequent follow up drilling program in 2022, with the results made public in 2023. The impacts of this program are now well understood by the new management of the Company and we are taking steps to correct the resource and establish a path forward for the project.

Looking ahead, we continue to assess strategic acquisitions and project advancements. We are ready to embrace opportunities that align with our rigorous scientific and commercial criteria and will continue to make informed decisions on project prioritisation to maximise returns.

In 2024, we anticipate a renewed momentum and the fruition of our strategic initiatives. On behalf of the board, I extend our deepest gratitude for your continued support and trust. Together, we are embarking on a journey of discovery and development that holds promising prospects for our shared future.

Financial

As we progress into 2024, Bluejay is moving forward from a position of renewed strength and focus. The equity subscription of £1.2 million announced in January has been judiciously applied to a comprehensive company-wide restructure. This strategic overhaul has streamlined our workforce from twelve to three core members, a change that was executed without compromising our operational efficiency or our commitment to our projects.

The restructuring of Bluejay is now substantially complete, positioning us with a lean and dynamic team, optimised for both agility and performance. This recalibration is indicative of our responsive and prudent management, ensuring that every resource is aligned with our core objectives.

Our financial strategy is designed to maintain a robust cash position, allowing us the flexibility to meet our obligations and seize potential acquisition opportunities. We are currently evaluating our resources with a focus on long-term sustainability and growth. The Company remains vigilant in its cash management practices, ensuring that we remain well-capitalised to act decisively when opportunities present themselves.

On 31 July 2023, the Company sold its shareholding in Finnaust Mining Northern Oy to AIM listed Metals One Plc. The consideration for this transaction included £150,000 in cash and the allotment of 62,500,000 new ordinary shares in Metals One Plc. The Company continues to hold a significant position in AIM listed Metals One Plc, as well as its 100% ownership of Finnaust Mining Finland Oy, the Finnish subsidiary that holds Outokumpu, Enonkoski and Hammaslahti licences. The Company continues dialogue with a number of interested parties in relation to these assets.

As we move forward, our focus remains steadfast on our key projects, where we see significant potential for value creation. We are well-placed to continue our journey of exploration and development, backed by a strong financial foundation and a commitment to driving shareholder value.

3

BLUEJAY MINING PLC

CHAIRMAN'S REPORT

Outlook

As we navigate through economic uncertainties, the strategic importance of critical minerals to the global energy transition becomes more pronounced, placing Bluejay in a vital role for a sustainable future. As per the announcement dated 2 March 2022 ERMA's officially announced support for the Greenland-basedDundas Ilmenite Project ('Dundas' or the 'Project') is designed to facilitate a secure supply of Dundas ilmenite for end users domiciled within the European Union. This potential aid package will create a secure supply chain of titanium ore and concentrate for the European Union as well as provide government supported infrastructure assistance and employment for this remote part of the world. The endorsement from the European Raw Materials Alliance (ERMA) for our Dundas project reaffirms the quality of the Dundas ore and its standing as one of the highest grade mineral sands projects globally. The Company is now working on the preparation of the 2024 and 2025 work programmes designed to progress both government engagement and project development and looks forward to advising stakeholders of these activities in due course. This will include additional metallurgical work, onsite evaluations and sampling as well as government funding and assistance with infrastructure studies.

Our operational bases are in politically stable, mining-friendly jurisdictions, rich in mineral resources, ensuring the integrity of our ownership rights and underpinning our confidence in achieving our objectives.

Our strategic alliances with significant global partners underscore our commitment to securing a sustainable supply of critical minerals. The support from the Greenlandic and Danish governments, collaborations with entities like KoBold Metals, and agreements with an Asian Master Distribution partner for Dundas, have enhanced our project portfolio.

The Company also announced post year end that it intends to expand the scope of its corporate strategy to include the exploration and development of helium, industrial gases, and hydrocarbons. The Company has proposed the acquisition of White Flame Energy, an industrial gas and liquid hydrocarbon project in the Jameson Land Basin. The Company believes this acquisition represents fantastic value and is value accretive to all shareholders. We will soon begin work to advance an option study to determine the optimal path for drilling and development.

This expansion underscores the Company's commitment to innovation and growth in the natural resources sector and maximising value for shareholders. Recognising the increasing global demand for helium and industrial gases across critical sectors such as healthcare, aerospace, and energy, Bluejay is strategically positioned to capitalise on potential opportunities.

Our diverse project portfolio empowers us to adjust strategies effectively when unexpected challenges arise, demonstrating the robustness of Bluejay's assets.

I extend my gratitude to our supporters in Greenland and Finland and to our shareholders for their belief in Bluejay's long- term vision. The collective support from our communities, partners, and the dedicated Bluejay team has paved the way for promising developments, particularly at Hammaslahti, as we advance our projects and continue to derive value from our strategic initiatives.

We look forward to the upcoming year with optimism, ready to elevate our projects further up the value curve and continue to drive our strategic goals to fruition.

Michael Hutchinson

Non-Executive Chairman

28 June 2024

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BLUEJAY MINING PLC

STRATEGIC REPORT

The Directors of the Company present their Strategic Report on the Group for the year ended 31 December 2023.

Principal Activities

The principal activity of Bluejay Mining plc (the 'Company') and its subsidiaries (together the 'Group') is the exploration and development of precious and base metals. The Company's shares are listed on the AIM market of the London Stock Exchange and the open market of the Frankfurt Stock Exchange as well as the OTC PINK in the US.

The Company is incorporated and domiciled in England.

Strategic approach

The Group's aim is to create value for shareholders through the discovery and development of economic mineral deposits. The Group's strategy is to continue to progress the development of its existing projects in Greenland and Finland and to evaluate its existing and new mineral resource opportunities with a view to potential joint venture arrangements and/or other corporate activities.

Organisation overview

The Group's business is directed by the Board and is managed on a day-to-day basis by the Managing Director. The Board monitors compliance with objectives and policies of the Group through monthly performance reporting, budget updates and periodic operational reviews.

The Board comprises of one Executive Directors and four Non-Executive Directors.

The Corporate Head Office of the Group is located in London, UK, and provides corporate support services to the overseas operations. Overseas operations are managed out of the Group's office in Outokumpu, Finland and Nuuk, Greenland.

Review of business

In January of 2023, Rio Tinto exploration began the second stage work on the Enonkoski Nickel Project. Later in the year, in July 2023, the Joint Venture and Earn-in Agreement with Rio Tinto Exploration Finland Oy ('Rio Tinto') came to an end. This meant Bluejay retained 100% ownership of the Project (through the Company's subsidiary FinnAust Mining Finland Oy) along with all data, samples and drill cores collected during the JV Agreement with Rio Tinto.

The Company, in February 2023 entered a funding arrangement for US$6m with a US based funder called Towards Net Zero. Subsequent to this, the Company raised an additional £1.2m in two tranches of £600,000.

The Company continued to progress its various projects with a specific focus on Disko and Hammaslahti Cu-Zn-Ag-Au Project in Finland. Post year end, following their assessment, the Directors concluded that an impairment charge of £3,535,254 was prudent in relation to the Disko exploration assets, Thunderstone and Kangerluarsuk. Disko will continue to focus on the Joint Venture with Kobold Metals which sees Kobold earning 51% of the project through an earn in process. The Company expects to undertake a significant field programme over Disko during 2025.

On 31 July 2023, the Company sold its shareholding in Finnaust Mining Northern Oy to AIM listed Metals One Plc. The consideration for this transaction included £150,000 in cash and the allotment of 62,500,000 new ordinary shares in Metals One. The Company continues to hold a significant position in AIM listed Metals One Plc, as well as its 100% ownership of Finnaust Mining Finland Oy, the Finnish subsidiary that holds Outokumpu, Enonkoski and Hammaslahti. The Company continues dialogue with a number of interested parties.

Near mine exploratory drilling was undertaken in the second half of the year at the Hammaslahti historical copper mine. Highly encouraging copper results were returned in and around the old mine workings as well as strike and depth extensions at the E Lode project several kilometers to the East of the main mine area. Further work will be planned at Hammaslahti for late 2024.

Subject to shareholder approval for the White Flame transaction Bluejay will hold three major commodity projects in Greenland The most important of which is the Disko-NuussuaqNi-Cu-Co-PGM Joint Venture with Kobold. Second to this is the fully permitted Dundas Ilmenite Project where further work is anticipated during 2024 and 2025 and finally the world class gas and liquid hydrocarbon project White flame where a search for a partner will start in earnest once the transaction is approved by shareholders and regulators.

The Company and its executives look forward to what will be a highly productive forward looking 12 months and would like to thank shareholders for their support to date and patience through these transformative times.

5

BLUEJAY MINING PLC

STRATEGIC REPORT

Financial performance review

The loss of the Group for the year ended 31 December 2023 before taxation amounts to £1,870,717 (31 December 2022: profit £1,664,541).

The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below will continue to be used by the Board to assess performance over the period to 31 December 2023.

The two main KPIs for the Group are as follows. These allow the Group to monitor costs and plan future exploration and development activities:

KPI	2023	2022
Cash and cash equivalents	£200,700	£1,996,957
Administrative expenses as a percentage of total assets	4.02%	4.60%
Exploration costs capitalised during the period	£3,582,954	£4,744,690

Cash has been used to fund the Group's operations and facilitate its investment activities (refer to the Statements of Cash Flows on page 28).

Administrative expenses are the expenses related to the Group's ability to run the corporate functions to ensure they can perform their operational commitments.

Exploration costs capitalised during the period consist of exploration expenditure on the Group's exploration licences net of foreign exchange rate movements.

Principal risks and uncertainties

The management of the business and the execution of the Group's strategy are subject to a number of risks. The key business risks affecting the Group are set out below.

Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Group.

Exploration risks

The exploration and mining business is controlled by a number of global factors, principally supply and demand which in turn is a key driver of global mineral prices; these factors are beyond the control of the Group. Exploration is a high-risk business and there can be no guarantee that any mineralisation discovered will result in proven and probable reserves or go on to be an operating mine. At every stage of the exploration process the projects are rigorously reviewed to determine if the results justify the next stage of exploration expenditure ensuring that funds are only applied to high priority targets.

The principal assets of the Group comprising the mineral exploration licences are subject to certain financial and legal commitments. If these commitments are not fulfilled the licences could be revoked. They are also subject to legislation defined by the Government; if this legislation is changed it could adversely affect the value of the Group's assets.

Dependence on key personnel

The Group and Company is dependent upon its executive management team and various technical consultants. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions.

Uninsured risk

The Group, as a participant in exploration and development programmes, may become subject to liability for hazards that cannot be insured against or third party claims that exceed the insurance cover. The Group may also be disrupted by a variety of risks and hazards that are beyond control, including geological, geotechnical and seismic factors, environmental hazards, industrial accidents, occupational and health hazards and weather conditions or other acts of God.

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BLUEJAY MINING PLC

STRATEGIC REPORT

Funding risk

The only sources of funding currently available to the Group are through the issue of additional equity capital in the parent company, convertible loan notes or through bringing in partners to fund exploration and development costs. The Company's ability to raise further funds will depend on the success of the Group's exploration activities and its investment strategy. The Company may not be successful in procuring funds on terms which are attractive and, if such funding is unavailable, the Group may be required to reduce the scope of its exploration activities or relinquish some of the exploration licences held for which it may incur fines or penalties.

Financial risks

The Group's operations expose it to a variety of financial risks that can include market risk (including foreign currency, price and interest rate risk), credit risk, and liquidity risk. The Group has a risk management programme in place that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs. The Group does not use derivative financial instruments to manage interest rate costs and, as such, no hedge accounting is applied.

Environmental risk

The Group undertakes its exploration activities in a manner that minimises or eliminates negative environmental impacts and maximises positive impacts of an environmental nature. Bluejay is a mineral explorer, not a mining company. Hence, the environmental impact associated with its activities is minimal. To ensure proper environmental stewardship on its projects, Bluejay conducts certified baseline studies prior to all drill programmes and ensures that areas explored are properly maintained and conserved.

As an exploration stage business, the Group's operations are at a relatively small scale. As such, the Group's environmental impact is relatively small when compared with larger businesses in the sector. Nevertheless, the Board recognises its responsibility to protect the environment (particularly as the business scales up) and is fully committed to conserving natural resources and striving for environmental sustainability, by ensuring that its facilities are operated to optimise energy usage; minimise waste production; and protect nature and people.

The Group will seek to collect, structure, and effectively disclose related performance data for the material, climate-related risks and opportunities identified where relevant.

Section 172(1) Statement - Promotion of the Company for the benefit of the members as a whole

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

The requirements of s172 are for the Directors to:

• Consider the likely consequences of any decision in the long term,
• Act fairly between the members of the Company,
• Maintain a reputation for high standards of business conduct,
• Consider the interests of the Company's employees,
• 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.

The Group operates as an exploration and development of precious and base metals Company, which is inherently speculative in nature and, without regular income, is dependent upon fund-raising for its continued operation. The nature of the business is important to the understanding of the Group by its members, employees and suppliers, and the Directors are as transparent about the cash position and funding requirements as is allowed under FCA regulations. The application of the s172 requirements are demonstrated throughout this report and the financial statements as a whole, with the following examples representing some of the key decisions made in 2023 and up to the date of the approval of these financial statements:

• Fundraise to fund exploration: During the year, the Board raised gross proceeds from issue of share capital of £1.9 million to finance operations and assist in the developing a JORC compliant Mineral Resource Estimate ('MRE') in Hammaslahti. Bluejay Directors and officers subscribed for £30,000 worth of Placing Shares, aligning the interests of the Directors with those of the shareholders.
• Ethical responsibility to the community and the environment: the Board takes seriously its ethical responsibilities to the communities and environment in which it works. We abide by the local and relevant UK laws on anti-corruptionand bribery. Wherever possible, local communities are engaged in the geological operations and support functions

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BLUEJAY MINING PLC

STRATEGIC REPORT

required for field operations, providing much needed employment and wider economic benefits to the local communities. In addition, we follow international best practise on environmental aspects of our work. Our goal is to meet or exceed standards, in order to ensure we obtain and maintain our social licence to operate from the communities with which we interact.

• Appointment of new directors, both executive and non-executive:Expanding organisational capability through appointing experienced Board members to govern and lead the Company.

The likely consequences of any decision in the long term

The application of the Section 172 (1) requirements can be demonstrated in relation to some of the key decisions made during the reporting period, including:

• Continuing exploration work on numerous projects over Finland and Greenland
• Continuing to focus on strategic partnerships with JV partner
• Continued assessment of corporate and operational overheads and expenditure

The need to act fairly between members of the Company

After weighing up all relevant factors, the Directors consider which course of action best enables delivery of our strategy over the long-term, taking into consideration the impact on stakeholders. The Directors believe they have acted in the way they consider most likely to promote the success of the Company for the benefit of its members as a whole.

The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with key private shareholder, analysts and brokers, providing the opportunity to discuss issues and provide feedback at meetings with the Company. All shareholders are encouraged to attend the Company's Annual General Meeting and any general meetings held by the Company.

The desirability of the Company maintaining a reputation for high standards of business conduct

The Board periodically reviews and approves clear frameworks, such as the Company's Code of Business Ethics, to ensure that its high standards are maintained both within the Group and the business relationships we maintain. This, complemented by the various ways the Board is informed and monitors compliance with relevant governance standards, help ensure its decisions are taken and that the Group acts in ways that promote high standards of business conduct.

The interests of the company's employees

The Board recognises that the Company's employees are fundamental and core to our business and delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the Directors factor the implications of decisions on employees and the wider workforce, where relevant and feasible.

Developing relationships with the joint venture partners, suppliers and others

Delivering on our strategy requires strong mutually beneficial relationships with suppliers. The Group values all of its suppliers and aims to build strong positive relationships through open communication and adherence option agreement terms. The Group is committed to being a responsible entity and doing the right thing for its suppliers and business partners.

The impact of the Company's operations on the community and the environment

The Group is committed to the highest environmental, social and governance standards both internally within the Group and externally with its partners. The Group is committed to being a responsible entity in terms of the community and the wider environment. As a mining exploration Company operating in Greenland and Finland, the Board takes seriously its ethical responsibilities to the communities and environment in which it works. We abide by the local and relevant UK laws on anti- corruption & bribery. Wherever possible, local communities are engaged in the geological operations and support functions required for field operations, providing much needed employment and wider economic benefits to the local communities. In addition, we follow international best practise on environmental aspects of our work.

Conclusion

The Directors believe that to the best of their wisdom and abilities, they have acted in the way they consider prudent to promote the success of the Company for the benefit of its members as a whole, in the true spirit of the provisions of Section 172 (1) of the Companies Act 2006.

The Group Strategic Report was approved by the Board on 28 June 2024.

Michael Hutchinson

Non-Executive Chairman

8

BLUEJAY MINING PLC

DIRECTORS' REPORT

The Directors present the Annual Report on the affairs of Bluejay Mining plc together with the Financial Statements for the year ended 31 December 2023.

Dividends

The Directors do not recommend the payment of a dividend for the year (31 December 2022: £nil).

Directors & Directors' interests

The Directors who served during the year ended 31 December 2023 are shown below and had, at that time the following beneficial interests in the shares of the Company:

	31 December 2023	31 December 2022
	Ordinary Shares	Options	Ordinary Shares	Options
Eric Sondergaard (1)	-	12,900,000	-	16,100,000
Roderick McIllree (2)	78,999,268	-	75,820,635	-
Michael Hutchinson	1,285,714	-	142,857	-
Harry Ansell (3)	-	-	-	-
Troy Whittaker (3)	-	-	-	-
Robert Edwards (4)	285,714	-	-	17,000,000
Bo Møller Stensgaard (5)	206,428	12,000,000	206,428	16,100,000
Peter Waugh (5)	497,366	-	211,652	-
Johannus Hansen (6)	-	-	220,000	-

1. Eric Sondergaard resigned 2 November 2022 and was reappointed 19 December 2023
2. Roderick McIllree resigned on 22 June 2022 and was reappointed 19 December 2023
3. Harry Ansell and Troy Whittaker appointed on 19 December 2023
4. Robert Edwards was appointed on 24 October 2022 and resigned 19 December 2023
5. Bo Stensgaard and Peter Waugh resigned 19 December 2023
6. Johannus Hansen resigned on 26 October 2022

Further details on options can be found in Note 18 to the Financial Statements.

Substantial shareholders

The substantial shareholders with more than a 5% shareholding at 28 June 2024 are shown below:

28 June 2024

HoldingPercentage

Roderick McIllree

91,499,268

6.08 %

Corporate responsibility

Environmental

The Company undertakes its exploration activities in a manner that minimises or eliminates negative environmental impacts and maximises positive impacts of an environmental nature. Bluejay is a mineral explorer, not a mining company. Hence, the environmental impact associated with its activities is minimal. To ensure proper environmental stewardship on its projects, Bluejay conducts certified baseline studies prior to all drill programmes and ensures that areas explored are properly maintained and conserved. Bluejay is also a member of the European Raw Materials Alliance ("ERMA") which has a strategic focus on ensuring access to sustainable raw materials and the creation of environmentally sustainable and socially equitable innovations and infrastructure.

Health and safety

Bluejay operates a comprehensive health and safety programme to ensure the wellness and security of its employees. The control and eventual elimination of all work related hazards requires a dedicated team effort involving the active participation of all employees. A comprehensive health and safety programme is the primary means for delivering best practices in health and safety management. This programme is regularly updated to incorporate employee suggestions, lessons learned from past incidents and new guidelines related to new projects with the aim of identifying areas for further improvement of health and safety management. This results in continuous improvement of the health and safety programme. Employee involvement

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