Interim / Quarterly Report • Aug 1, 2025
Interim / Quarterly Report
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FINANCIAL REPORT FOR THE HALF-YEAR ENDED 30 JUNE 2025 (UNAUDITED)
__________________________________________________________________________________________
The first six months of the year could be summarised by positive developments in the Philippines; disappointment in South Korea; and a strategy upgrade that holds the promise of a brighter future. In the Philippines, the gold project was granted a further two-year extension to the exploration period of the Mineral Production Sharing Agreement's (MPSA). An MPSA is the key agreement that allows for production subject to two other permits, a Declaration of Mining Project Feasibility (DMPF) and an Environmental Compliance Certificate (ECC). Towards the end of the period the Company entered into negotiations to sell the project. This culminated in an agreement after the period that resulted in the Company incurring no further costs in the Philippines and provides for a 10% profit share in perpetuity as well as gold price linked bonus payments of USD 250,000 for every 5,000 oz of gold sold at an average price of at least USD 3,000 per oz.
In South Korea, the Board of Audit and Inspection rejected the arguments presented by the Company with regards to the issuance of the Mountain Temporary Use Permit (MTUP) application at Kochang. Whilst disappointing, it is not the end of the road. Based upon the advice of its lawyers, the Company has filed an administrative lawsuit on the basis that its application for an MTUP was complete and legally made. This legal process is expected to take 6 to 8 months, and the Company remains optimistic that ultimately the MTUP will be granted. The Company agreed with its joint venture partner to suspend the joint venture at Gubong until a decision with finality is reached at Kochang. The Company retains 100% ownership of both its projects in South Korea.
Following the news in South Korea that results in a further extended 'waiting period', the Company has sought to augment its strategy by adding a 'digital gold' aka bitcoin to its strategy.
I would like to welcome Cédric Simonet to the Board as a Non-Executive Director who replaced Colin Patterson after his resignation from the Board. Cédric holds a PhD in Geology and has 30 years' experience exploring, developing and mining mineral deposits.
I would like to welcome Sath Ganesarajah, who the Company appointed as Non-Executive Chairman to lead the Company in implementing its new strategy, whilst I remain as a Non-Executive Director. Sath is a seasoned entrepreneur and investor with deep expertise in crypto assets and institutional capital markets. Sath is the founder and CEO of The BE Company, a clean energy and AI infrastructure business with operations in the UK, US, and Canada. Across multiple ventures, he has developed and operated over 50MW of digital infrastructure, including immersion-cooled compute and modular clean energy projects. Earlier in his career, Sath held senior trading and structuring roles at Morgan Stanley, Citi, and Credit Suisse, specialising in structured credit and emerging markets.
The Company raised £257,500 that was announced on 16 June 2025. The new funding along with the conversion of debt solidified the balance sheet. The Company has also begun a prospectus process with the goal of raising £10 million.
Finally, I would like to thank everyone involved with the Company, including our partners, for their dedication and hard work, as well as our shareholders for their continued support. Together, we aim to deliver value for all stakeholders.
Jonathan Morley-Kirk On behalf of the Board 24 July 2025
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
I am delighted to join the Board of Bluebird. Bluebird has the right ingredients – hard assets, public market access, and a clean slate. My ambition is to help shape Bluebird into a £1 billion company over the coming cycle.
Bluebird is no longer simply a gold mining development company. We are evolving into a platform that blends real asset exposure with digital economics – leveraging gold, Bitcoin, and structured yield strategies.
The recent uplift in our share price, and the resulting fair value adjustment on outstanding warrants, is a reflection of this pivot, not a traditional operating loss. It is an accounting movement tied to market optimism, not cash outflow.
This next phase is about execution: progressing streaming arrangements, unlocking value from our asset base, and broadening our exposure to digital asset-linked returns. Our legacy projects remain central – we are simply applying more innovative and commercially efficient models to extract their value.
We look forward to providing further updates on our plans over the coming months as our strategy progresses.
Sath Ganesarajah Non-Executive Chairman 24 July 2025
The Directors present their report together with the unaudited financial statements of the Group for the half-year ended 30 June 2025.
Bluebird Mining Ventures Limited ("Company"), the parent company, is registered and domiciled in the British Virgin Islands.
MRL Gold Inc is a subsidiary of the Company and Egerton Gold Philippines Inc is the sole associate company (refer note 12 of the unaudited financial report). These companies are registered and domiciled in the Philippines.
Gubong JV Project Co PTE Limited and Kochang JV Project Co PTE Limited are subsidiaries of the Company and are registered and domiciled in Singapore. These companies are the 100% owner of the South Korean registered and domiciled Gubong Project Co Limited and Geochang Project Co Limited respectively.
The results of the Group for the half-year ended 30 June 2025 show a loss before taxation of USD 2,622,263 inclusive of fair value loss of USD 3,659,987 and share based payments gain of USD 1,330,080 (30 June 2024 showed a loss of USD 921,700, inclusive of fair value loss of USD 520,925).
No dividends have been paid or proposed for the period.
Refer Non-Executive Director and Chairman's Statements.
| Audit | Remuneration | |||
|---|---|---|---|---|
| Position | Appointed | Committee | Committee | |
| S. Ganesarajah |
Non-Exec. Chairman | June 2025 | - | - |
| J. Morley-Kirk | Non-Exec. Director | March 2014 | Chair | Member |
| A. Bishop | Executive | March 2014 | - | - |
| C. Simonet | Non-Exec. Director | June 2025 | Member | Chair |
Colin Patterson resigned in February 2025. Jonathan Morley-Kirk passed the Chairmanship of the Company to Sath Ganesarajah on 30 June 2025, but has signed these Interim Financial Statements on behalf of the Board.
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
At 30 June 2025 the issued share capital of the Company stood at 863,683,704 shares.
This Directors' Report was approved by the Board of Directors on 24 July 2025 and is signed on its behalf.
By Order of the Board
Jonathan Morley-Kirk On behalf of the Board 24 July 2025
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
For the half-year ended 30 June 2025
| 30 Jun 2025 (USD) |
30 Jun 2024 (USD) |
||
|---|---|---|---|
| Note | (Unaudited) | (Unaudited) | |
| Administrative expenses | (287,457) | (395,466) | |
| Operating loss | (287,457) | (395,466) | |
| Exchange loss | (4,899) | (5,309) | |
| Finance expense | 7 | (3,659,987) | (520,925) |
| Share based payments gain | 9 | 1,330,080 | - |
| Loss before taxation | (2,622,263) | (921,700) | |
| Income tax expense | - | - | |
| Loss for the period | (2,622,263) | (921,700) | |
| Exchange difference on translating foreign companies* | (2,073) | 37,096 | |
| Total comprehensive loss for the period | (2,624,336) | (884,604) | |
| Earnings per share: | |||
| Earnings per share (USD cents per share) | 8.3 | (0.0034) | (0.0013) |
| * May be reclassified to profit or loss |
The accompanying accounting policies and notes form an integral part of this financial report.
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
At 30 June 2025
| 30 Jun 2025 (USD) |
30 Jun 2024 (USD) |
||
|---|---|---|---|
| Note | (Unaudited) | (Unaudited) | |
| Non-current assets | |||
| Property, plant and equipment | 11 | 59,967 | 73,459 |
| Mines under development | 10 | 19,816,088 | 19,816,088 |
| 19,876,055 | 19,889,547 | ||
| Current assets | |||
| Trade and other receivables | 6 | 114,377 | 19,532 |
| Cash and cash equivalents | 203,607 | 69,582 | |
| 317,984 | 89,114 | ||
| Current liabilities | |||
| Trade and other payables | 2 | (141,379) | (186,380) |
| Other financial liabilities | 2 | (735,169) | (429,583) |
| Derivative financial liabilities | 5 | (3,768,286) | (561,495) |
| (4,644,834) | (1,177,458) | ||
| Net Assets | 15,549,205 | 18,801,203 | |
| Equity | |||
| Issued share capital | 8.1 | 23,038,385 | 21,790,174 |
| Unissued share capital | 8.2 | 41,968 | 489,494 |
| Reserves | 9 | (69,804) | 1,384,758 |
| Retained earnings | (7,461,344) | (4,863,223) | |
| Total Equity | 15,549,205 | 18,801,203 |
The accompanying accounting policies and notes form an integral part of this financial report.
Jonathan Morley-Kirk On behalf of the Board 24 July 2025
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) ____________________________________________________________________________________________________________________________________________
For the half-year ended 30 June 2025
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The accompanying accounting policies and notes form an integral part of this financial report.
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
For the half-year ended 30 June 2025
| 30 Jun 2025 | 30 Jun 2024 | |
|---|---|---|
| (USD) | (USD) | |
| (Unaudited) | (Unaudited) | |
| Cash flows from operating activities | ||
| Cash paid to suppliers and employees | (264,928) | (185,430) |
| Net cash from operating activities | (264,928) | (185,430) |
| Cash flows from investing activities | ||
| Loans to subsidiaries | (36,000) | (78,406) |
| Net cash used investing activities | (36,000) | (78,406) |
| Cash flows from financing activities | ||
| Net proceeds from equity issued | 241,277 | - |
| Proceeds from loans | 193,676 | 63,569 |
| Net cash used financing activities | 434,953 | 63,569 |
| Net increase/(decrease) in cash | 134,025 | (200,267) |
| Cash and cash equivalents at the start of the period | 69,582 | 269,849 |
| Cash and cash equivalents at the end of the period | 203,607 | 69,582 |
There have been non-cash transactions relating to the settlement of operating and financial liabilities in the period (refer notes 5 and 8 of the unaudited financial statements).
The accompanying accounting policies and notes form an integral part of this financial report.
For the half-year ended 30 June 2025
The financial statements are in compliance with the DTR rules and the accounting policies are consistent with the previous financial year and corresponding interim reporting period.
In common with many junior mining companies, the Group raises equity funds for its activities in share placements. When necessary it also raises loan funding from related and third parties.
At the period end the Group had net current assets of USD 176,605, exclusive of USD 3,768,286 of warrants which are to be settled in shares and USD 735,169 of debt, of which USD 353,300 is only to be repaid subject to production in South Korea.
Based on the current plans and financial projections, the Directors believe that the Group's current cash resources and funding available are sufficient to enable the Group to meet its recurring commitments for the following twelve months.
The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
| BVI | Philippines | South Korea | Total | |
|---|---|---|---|---|
| Income Statement | (USD) | (USD) | (USD) | (USD) |
| For the half-year ended 30 June 2025 | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) |
| Administrative costs | (205,220) | (20,253) | (61,984) | (287,457) |
| Exchange gains/(losses) | (4,899) | - | - | (4,899) |
| Finance costs | (3,659,987) | - | - | (3,659,987) |
| Share based payments gain | 1,330,080 | - | - | 1,330,080 |
| Loss for the period | (2,540,026) | (20,253) | (61,984) | (2,622,263) |
| Other comprehensive income | 72,790 | (64,380) | (10,483) | (2,073) |
| Total comprehensive income for the period |
(2,467,236) | (84,633) | (72,467) | (2,624,336) |
| Statement of Financial Position At 30 June 2025 |
BVI (USD) |
Philippines (USD) |
South Korea (USD) |
Total (USD) |
|---|---|---|---|---|
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Non-current assets | - | - | 19,876,055 | 19,876,055 |
| Trade and other receivables | 112,013 | - | 2,364 | 114,377 |
| Cash and cash equivalents | 178,931 | 17,680 | 6,996 | 203,607 |
| Total assets | 290,944 | 17,680 | 19,885,415 | 20,194,039 |
| Current liabilities | (141,379) | - | - | (141,379) |
| Other financial liabilities | (381,869) | - | (353,300) | (735,169) |
| Derivative financial liabilities | (3,768,286) | - | - | (3,768,286) |
| Net assets/(liabilities) | (4,000,590) | 17,680 | 19,532,115 | 15,549,205 |
| BVI | Philippines | South Korea | Total | |
|---|---|---|---|---|
| Income Statement | (USD) | (USD) | (USD) | (USD) |
| For the half-year ended 30 June 2024 | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) |
| Administrative costs | (296,995) | (3,571) | (94,900) | (395,466) |
| Exchange gains/(losses) | (5,309) | - | - | (5,309) |
| Finance costs | (520,925) | - | - | (520,925) |
| Loss for the period | (823,229) | (3,571) | (94,900) | (921,700) |
| Other comprehensive income | - | (137,810) | 174,906 | 37,096 |
| Total comprehensive income | (823,229) | (141,381) | 80,006 | (884,604) |
| for the period | ||||
| BVI | Philippines | South Korea | Total | |
| Statement of Financial Position | (USD) | (USD) | (USD) | (USD) |
| At 30 June 2024 | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) |
| Non-current assets | - | - | 19,889,547 | 19,889,547 |
| Trade and other receivables | 3,604 | - | 15,928 | 19,532 |
| Cash and cash equivalents | 64,317 | 772 | 4,493 | 69,582 |
| Total assets | 67,921 | 772 | 19,909,968 | 19,978,661 |
| Current liabilities | (109,688) | (75,920) | (772) | (186,380) |
| Other financial liabilities | (76,283) | - | (353,300) | (429,583) |
| Derivative financial liabilities | (561,495) | - | - | (561,495) |
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
| 30 Jun 2025 (USD) (Unaudited) |
30 Jun 2024 (USD) (Unaudited) |
|
|---|---|---|
| Loss for the Period has been arrived at after charging: | ||
| Directors Remuneration (Group) | 110,262 | 106,750 |
| Staff Costs (Group) | 35,517 | 57,659 |
| Current Other Financial Liabilities (USD) (Unaudited) |
Derivative financial instruments (USD) (Unaudited) |
Total (USD) (Unaudited) |
|
|---|---|---|---|
| At 30 June 2024 | 429,583 | 561,495 | 991,078 |
| Cash Flows | 147,919 | - | 147,919 |
| Non-cash flows: | |||
| Loan charges and interest | 105,875 | - | 105,875 |
| Fair Value Changes | - | (453,196) | (453,196) |
| At 31 December 2024 | 683,377 | 108,299 | 791,676 |
| Cash Flows | 193,676 | - | 193,676 |
| Non-cash flows: | |||
| Settlement through issue of shares | (141,884) | - | (141,884) |
| Fair Value Changes | - | 3,659,987 | 3,659,987 |
| At 30 June 2025 | 735,169 | 3,768,286 | 4,503,455 |
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) ____________________________________________________________________________________________________________________________________________
5.2 Share Warrants – Issued Warrants issued and warrants to be issued are denominated in Sterling and are classified as derivative financial liabilities carried at fair value through profit and loss. There were 358,215,499 warrants in issuance at 30 June 2025:
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At 30 June 2025, these warrants were fair valued at USD 3,768,286 using a Black-Scholes model, based on the following parameters – a risk free rate of 4.6%, a volatility of 118% for those warrants with a life of three years and 155% for those warrants with a life of one year.
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
| 30 Jun 2025 (USD) (Unaudited) |
30 Jun 2024 (USD) (Unaudited) |
|
|---|---|---|
| Derivative financial liabilities – warrants | 3,768,286 | 561,495 |
| Total | 3,768,286 | 561,495 |
| 30 Jun 2025 (USD) |
30 Jun 2024 (USD) |
|
|---|---|---|
| (Unaudited) | (Unaudited) | |
| Deposits | - | 3,030 |
| Trade receivables | 114,377 | 16,502 |
| Total | 114,377 | 19,532 |
| 30 Jun 2025 (USD) (Unaudited) |
30 Jun 2024 (USD) (Unaudited) |
|
|---|---|---|
| Fair value movement | (3,659,987) | (520,925) |
| Total | (3,659,987) | (520,925) |
| 30 Jun 2025 | 30 Jun 2024 | |||
|---|---|---|---|---|
| Number | USD | Number | USD | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Opening Balance | 712,865,042 | 21,790,174 | 689,865,042 | 21,236,160 |
| Issued During the Period (Net of Issue Costs) |
150,818,662 | 1,248,211 | 23,000,000 | 554,014 |
| Closing Balance | 863,683,704 | 23,038,385 | 712,865,042 | 21,790,174 |
The shares have no par value.
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
| 30 Jun 2025 | 30 Jun 2024 | |||
|---|---|---|---|---|
| Number | USD | Number | USD | |
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |
| Salary Sacrifice | 6,175,002 | 41,968 | 39,765,705 | 489,494 |
| Total | 6,175,002 | 41,968 | 39,765,705 | 489,494 |
Shares due at June 2024 were issued as part of the October 2024 placing.
| 30 Jun 2025 (USD) |
30 Jun 2024 (USD) |
|
|---|---|---|
| (Unaudited) | (Unaudited) | |
| Basic and diluted earnings per share | (0.0034) | (0.0013) |
| Profit/(loss) used to calculate basic and diluted earnings per share | (2,622,263) | (921,700) |
| Weighted average number of shares used in calculating basic and diluted earnings per share |
774,609,066 | 712,865,042 |
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding and shares to be issued during the year. The potential ordinary shares were anti-dilutive as the Group was in a loss making position and therefore the conversion of potential ordinary shares would serve to decrease the loss per share from continuing operations. Where potential ordinary shares are anti-dilutive a diluted earnings per share is not calculated and is deemed to be equal to the basic earnings per share.
| 30 Jun 2025 (USD) |
30 Jun 2024 (USD) |
|
|---|---|---|
| (Unaudited) | (Unaudited) | |
| Translation Reserve | (69,804) | 54,678 |
| Share Based Payments Reserve | - | 1,330,080 |
| Total | (69,804) | 1,384,758 |
Momentum Resources Limited has released the Company from its liability to issue the 48m shares due in the March 2017 agreement between the parties, which released the USD 1.33m share based payments reserve.
Financial Report for the Half-Year Ended 30 June 2025 (Unaudited) __________________________________________________________________________________________
| 30 Jun 2025 (USD) (Unaudited) |
30 Jun 2024 (USD) (Unaudited) |
|
|---|---|---|
| Mines under development at start of period | 19,816,088 | 19,816,088 |
| Fair value change to mines under development on acquisition | - | - |
| Mines under development at year end | 19,816,088 | 19,816,088 |
The mines under development asset fair value uplift arose from the execution of an agreement the Company announced in June 2021 to increase the Group's ownership to 100% of the Gubong and Geochang gold mines via the acquisition of Southern Gold Limited's 50% joint venture interest in the South Korean gold projects.
The joint venture interest in the South Korean gold projects was revalued prior to acquisition to the consideration required to acquire the joint ventures, which generated a gain on acquisition of USD 8.3 million and the recording of mines under development totalling USD 19.8 million at 31 December 2021.
| Motor | Total | |
|---|---|---|
| Vehicles | Assets | |
| (USD) | (USD) | |
| (Unaudited) | (Unaudited) | |
| Cost at start of period | 73,459 | - |
| Acquisitions in period | - | 73,459 |
| Cost at end of period | 73,459 | 73,459 |
| Depreciation at start of period | - | - |
| Depreciation charge in period | 13,492 | - |
| Depreciation at end of period | 13,492 | - |
| Net book value at 30 Jun 2024 | 73,459 | - |
| Net book value at 30 Jun 2025 | 59,967 | 73,459 |
On 08 July 2025 the Company announced that the agreement over its gold project in the Philippines had been executed. The key terms of the agreement are that the Company will receive a 10% profit share from the Philippine gold project in perpetuity over the life of the mine with the implementation of a transparent dividend policy to ensure cash receipts and additional bonus payments of USD 250,000 at every gold sales milestone of 5,000 oz subject to the average gold price over the period being over USD 3,000/oz.
On 14 July 2025 the Company announced the completion of a transaction to acquire 756 ASIC bitcoin mining units, which were the subject of advanced discussions to be on-sold under a streaming arrangement in exchange for a share of future bitcoin production that is expected to contribute 30 Bitcoin to the Company's treasury over the next 3 years.
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