Critical Mineral Resources Plc - Annual Financial Report
(‘CMR’ or the ‘Company’)
Annual Results
The Report and Accounts for the year ended
____________________________________________________________ |Critical Mineral Resources PLC | info@cmrplc.com | | | | |Charles Long, Chief Executive Officer| | |_______________________________________|____________________| |Shard Capital LLP | | | | | |Erik Woolgar | | | |+44 (0) 207 186 9952| |Damon Heath | | | | | | | | |_______________________________________|____________________|
Notes To Editors
CMR is building a diversified portfolio of high-quality metals exploration and development projects in
The Company is listed on the
Chief Executive Officer’s Report
During 2025 CMR established itself as a developer of a high-quality sedimentary copper silver project. To get to this point we required significant funding both to sustain the Company at the listed entity level and to invest in our Moroccan operations. I would like to thank the two supportive long-term investors who provided financing in 2024 and the new significant shareholder who joined the team in Q1 2025.
The first half of 2025 was dominated by this new investor’s three-month due diligence process on us, its technical assessment of Agadir Melloul, and drafting of the joint venture agreement (“JV”), which was entered into with our Moroccan partner, Coppernicus Mining Company SARL (“JV partner”). It is under this which the Agadir Melloul project is held by a jointly-controlled vehicle, Agamel Minerals SARL. We also acquired a number of strategically important adjacent permits which are now part of the project.
Securing Agadir Melloul and the neighbouring permits was a prolonged and confidential process. As a listed company, we are required to balance timely market disclosure with the need to execute transactions confidentially and in the best interests of shareholders. However, our focus remains on building long term shareholder value through our multi-year strategy.
Throughout H1 2025, we were concerned that competitors could look to build a presence in the Agadir Melloul district. Fortunately, by the time we signed and announced the formal agreement, we had secured the highly prospective ground we were targeting. In addition to the JV partner’s three permits, three further permits were acquired during the period, and a further two permits were secured through exclusivity arrangements which will be exercised and announced during 2026.
With the JV signed, we started drilling as soon as possible. Our rig took longer than expected to arrive so we procured a reputable drilling contractor that could mobilise a diamond rig and team quickly. This contractor rig started turning in September, and for
Sedimentary copper is a hot space in the global copper sector now, albeit one which is largely underrated by
Mineral exploration and business development in a new frontier such as
I am delighted to be part of a Board that is working hard to build a sizeable, profitable, diversified and exciting business over the next few years, with Agadir Melloul at its heart. I am hopeful that Agadir Melloul can firmly position CMR as a local copper producer, and support long term equity value. Yet, as one of the early movers into Moroccan base metals exploration and development, I am excited about the multiple other options this provides.
CEO
Strategic and Corporate Governance Report
The Directors present their Strategic Report and Corporate Governance Report of
Principal Activity
The principal activity of the Group is investing in mineral exploration and development projects, alongside identifying and pursuing acquisition targets and mineral trading opportunities within the sector.
Review of Business and Operations
A review of the Group’s Business and Operations is as detailed in the CEO’s Report on pages 4 and 5.
Financial Review and Key Performance Indicators (“KPI”)
Loss for the year
The Group recorded a pre-tax loss of £2,258,457 for the year, compared to a pre-tax loss of £822,417 in 2024. The increase in the reported pre-tax loss compared with 2024 is largely attributable to non-cash accounting charges arising on the convertible loan notes (CLNs) issued during the year. In total, £1,311,830 was charged to profit or loss in respect of the CLNs, comprising a day-one loss of £588,825 on initial recognition of the Third Tranche, finance costs of £137,989 representing the unwind of the discount on the host debt, and a fair value loss of £585,016 on the embedded conversion options.
These charges are required by IFRS 9, which obliges the Company to separately recognise the conversion features within certain CLNs as embedded derivatives measured at fair value through profit or loss. They are non-cash items and do not represent any additional liability requiring settlement in cash; the Company's only contractual cash obligations under the CLNs remain the principal amount and contractual interest. Excluding these accounting charges, the underlying pre-tax loss for the year would have been approximately £946,627 (2024: £822,417), broadly in line with the prior year.
The Company's loss for the period was £2,194,743 (2024: £855,675). Excluding the accounting charges noted above, the Company loss for the year would have been approximately £882,913 (2024: £855,675), again broadly in line with the prior year.
Cashflow and financing
During the year, net cash outflow from operating activities was £865,230 (2024: £749,467). Cash flow forecasts are reported to the Board monthly to ensure alignment with the budget, while long-term forecasts help ensure the business strategy remains adequately funded.
In
Additionally, a further £1.7m was raised through the issuance of Convertible Loan Notes (CLNs) during the year (see note 16).
Post year end, in
Balance Sheet
In 2025, non-current assets increased from £57,030 to £1,992,587 due to the increased expenditure on joint venture with Agamel, focused on the purchase of a drill rig, several licence permit acquisitions and exploration costs. Current assets reduced to £156,783 (2024: £187,606), primarily due to the transfer of exclusivity payments connected with the Joint Venture into non-current assets.
Total liabilities increased to £3,166,040 (2024: £519,107), largely driven by the issuance and valuation of the CLNs which were issued during the year. Excluding the embedded derivative liability, total liabilities would have been £1,212,635 (2024: £519,107).
The only financial Key Performance Indicators “KPIs” for the Group used in the year are as follows.
2025 2024
Cash and cash equivalents £88,929 £70,073
Administrative expenses £928,298 £792,656
Capitalised spend on joint venture projects £1,965,304 -
Cash has been used to fund the Group’s operations and facilitate its acquisition of various target exploration permits. Monitoring administrative expenses is a KPI as it reflects the Group’s commitment to good cost control and responsible management of shareholders’ funds. Capitalised spend on joint venture projects is measured as it shows progress in these activities.
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Year ended Year ended
31 December 2025 31 December 2024
Notes £ £
Continuing operations:
Administrative expenses 6 (928,298) (792,656)
Operating loss (928,298) (792,656)
Interest income 13,938 8,442
Finance costs 7 (1,339,976) (38,203)
Share of net loss of investments 14 (4,121) -
accounted for using the equity method
Loss before taxation (2,258,457) (822,417)
Income tax expense 9 - -
Loss after taxation (2,258,457) (822,417)
Total loss from continuing (2,258,457) (822,417)
operations
Loss from discontinued and disposed - (106,263)
operations
Loss for the year (2,258,457) (928,680)
Total loss is attributable to:
Owners of Critical Mineral Resources (2,246,538) (914,079 )
plc
Non-controlling interests (11,919) (14,601)
(2,258,457) (928,680)
Other comprehensive income:
Items that may be reclassified to
profit or loss:
Exchange differences on translation
of continuing operations 11,430 (5,690)
20
Total comprehensive loss for the (2,247,027) (934,370)
year
Total comprehensive loss is
attributable to:
Owners of Critical Mineral Resources (2,235,514) (920,493)
plc
Non-controlling interests (11,513) (13,877)
(2,247,027) (934,370)
Total comprehensive loss
attributable to Owners of Critical
Mineral Resources plc :
Continuing operations (2,235,514) (814,230)
Discontinued operations - (106,263)
(2,235,514) (920,493)
Earnings per share:
Total basic and diluted loss per
share (£):
Continuing operations 10 (0.014) (0.012)
Continuing and discontinued 10 (0.014) (0.013)
operations
The accounting policies and notes on pages 42 to 68 form part of these consolidated financial statements.
Consolidated Statement of Financial Position
Company number: 11043077
As at As at
31 December 31 December
2025 2024
ASSETS Notes £ £
Non-current assets
Intangible fixed assets 11 2,331 2,331
Tangible fixed assets 12 29,073 54,699
Equity accounted investees 14 1,961,183 -
Total non-current assets 1,992,587 57,030
Current assets
Other receivables 15 67,854 117,533
Cash and cash equivalents 88,929 70,073
Total current assets 156,783 187,606
Total assets 2,149,370 244,636
LIABILITIES
Non-current liabilities
Convertible loan notes 16 (495,370) -
Derivative financial liabilities 16 (1,953,403) -
Lease liabilities 17 (21,589) (34,980)
Total non-current liabilities (2,470,362) (34,980)
Current liabilities
Trade and other payables 16 (209,890) (244,983)
Convertible loan notes 16 (466,378) (215,560)
Lease liabilities 16 (19,410) (23,584)
Total current liabilities (695,678) (484,127)
Total liabilities (3,166,040) (519,107)
Net liabilities (1,016,670) (274,471)
EQUITY
Share capital 18 1,922,881 1,149,318
Share premium 18 6,189,575 5,913,081
Paid in share capital 18 296,765 -
Other equity 20 263,721 117,141
Share-based payments reserve 20 50,648 39,222
Foreign exchange reserve 20 4,666 (6,358)
Retained earnings (9,714,242) (7,467,704)
Capital and reserves attributable to owners of (985,986) (255,300)
Critical Mineral Resources plc
Non-controlling interests (30,684) (19,171)
Total equity (1,016,670) (274,471)
The accounting policies and notes on pages 42 to 68 form part of these consolidated financial statements.
The Financial Statements were approved and authorised for issue by the Board on
Consolidated Statement of Changes in Equity
Share Share Share-based Retained Foreign
payment earnings exchange Non-controlling Total
capital premium Paid in Other reserve reserve interests
share
capital equity
£ £ £ £ £ £ £ £ £
Balance as at 612,113 5,840,002 34,584 (6,565,358) 56 (5,294) (83,897)
31 December
2023 - -
Comprehensive
income
Loss for the - - - - - (914,079) - (14,601) (928,680)
year
Exchange
differences on
translation of - - - - - (6,414) 724 (5,690)
foreign
operations
Total -
comprehensive - - - - (914,079) (6,414) (13,877) (934,370)
income for the
year
Transactions
with owners in
their capacity
as owners
Issue of 537,205 86,775 - - - - - - 623,980
shares
Gifted shares - - - 117,141 - - - - 117,141
issued
Cost of shares - (13,696) - - - - - - (13,696)
issued
Warrant charge - - - - 4,945 - - - 4,945
Share-based
payments - - 11,426 - - - 11,426
- -
Lapsed - - - - (11,733) 11,733 - - -
warrants
Total
transactions
with owners 537,205 73,079 - 117,141 4,638 11,733 - - 743,796
recognised
directly in
equity
Balance as at 1,149,318 5,913,081 39,222 (7,467,704) (6,358) (19,171) (274,471)
31 December
2024 - 117,141
Comprehensive
income
Loss for the - - - - - (2,246,538) - (11,919) (2,258,457)
year
Exchange
differences on
translation of - - - - - - 11,024 406 11,430
foreign
operations
Total
comprehensive - - - - - 11,024 (11,513)
income for the (2,246,538) (2,247,027)
year
Transactions
with owners in
their capacity
as owners
Issue of 773,563 276,494 - - - - - - 1,050,057
shares
Gifted shares - - - 12,426 - - - - 12,426
issued
Shares paid
and not issued - - - - - - - 296,765
296,765
Share-based - - - - 11,426 - - - 11,426
payments
Equity
components of - - - 134,154 - - - - 134,154
CLNs
Total
transactions
with owners 773,563 276,494 296,765 146,580 11,426 - - - 1,504,828
recognised
directly in
equity
Balance as at 1,922,881 6,189,575 296,765 263,721 50,648 (9,714,242) 4,666 (30,684) (1,016,670)
31 December
2025
Consolidated Statement of Cash Flows
Year ended Year ended
31 December 31 December
2025 2024
Notes £ £
Cash flow from operating activities
Loss for the period before taxation (2,258,457) (928,680)
Adjustments for:
Finance costs 7 1,339,976 38,203
Interest income (13,938) (8,442)
Foreign exchange movements 11,429 (1,225)
Share of joint venture losses 14 4,121 -
Share-based payments 21 11,426 111,861
ECL provision - 106,263
Depreciation 12 25,626 25,626
Operating cash flows before movements in
working capital
(879,817) (656,394)
Decrease/(increase) in trade and other 49,679 (80,162)
receivables
Decrease in trade and other payables (35,092) (12,911)
Net cash used in operating activities (865,230) (749,467)
Cash flow from investing activities
Payments for investments in joint 14 (1,965,304) -
ventures
Net cash outflow from investing (1,965,304) -
activities
Cash flow from financing activities
Proceeds from issue of shares 18 825,000 153,029
Proceeds from shares still to be issued 21 296,765 -
Proceeds from issue of gifted shares 19 - 100,233
Cost of share issue 18 - (13,696)
Finance lease payments 17 (17,565) (18,514)
Interest paid 17 (6,222) (5,268)
Interest and income received 13,938 3,971
Proceeds from CLNs 16 1,737,474 575,000
Net cash inflow from financing 2,849,390 794,755
activities
Net increase in cash and cash 18,856 45,288
equivalents
Cash and cash equivalent at beginning of 70,073 24,785
period
Cash and cash equivalent at end of 88,929 70,073
period
Significant non-cash transactions
The only significant non-cash transactions in either year are set out in note 18 and 19.
The accounting policies and notes on pages 42 to 68 form part of these financial statements.
Notes to the Consolidated Financial Statements
1. General information
The principal activity of the Group is investing in mineral exploration and development projects, alongside identifying and pursuing acquisition targets and mineral trading opportunities within the sector.
The Company’s registered office is at Eccleston Yards,
1. Material Accounting Policies
Summary of material accounting policies
The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared in accordance
with
The functional currency for each entity in the Group is determined as the currency of the primary economic environment in which it operates. The functional currency of the parent company CMR is Pounds Sterling (£) as this is the currency that finance is raised in. The functional currency of its Moroccan subsidiaries is the Moroccan Dirham, as this is the currency that mainly influences labour, material and other costs of providing services. The Group has chosen to present its consolidated financial statements in Pounds Sterling (£), as the Directors believe it is a more convenient presentational currency for users of the consolidated financial statements. Foreign operations are included in accordance with the policies set out below.
The preparation of financial statements in accordance with
Going concern
The financial statements have been prepared under the going concern assumption. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for at least the 12 month period from the date of Board approval of the financial statements, with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations. The Group is not currently generating revenues and therefore an operating loss has been reported and is expected in the 12 months subsequent to the date of these financial statements.
During the year the Company received substantial funds through the issue of equity and the issue of convertible loan notes. It received additional funds in 2026, through the issue of equity and the conversion of warrants.
The Group is reliant on the continuation of such funding and will need to secure further financing in the 12-month period following the approval of the financial statements, in order to fund working capital requirements and any other project investment. Therefore, this indicates that a material uncertainty exists that may cast significant doubt on the Group’s and parent Company’s ability to continue as a going concern.
