REG - Critical Metals PLC - Final Results
07/11/2025 09:15
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RNS Number : 6712G Critical Metals PLC 07 November 2025
Critical Metals plc / EPIC: CRTM / Market: Main Market
7 November 2025
Critical Metals plc
("Critical Metals" or the "Company")
Final Results
Critical Metals plc ("Critical Metals" or the Company"), an investment company
established to target opportunities in the critical and strategic metals
sector, announce its Final Results for the year ended 30 June 2025.
A copy of this announcement and the Annual Report for the year ended 30 June
2025 will be made available on the Company's website at:
www.criticalmetals.co.uk (http://www.criticalmetals.co.uk) .
Highlights
· Appointment of Mr Jean Pierre Tshienda as Executive Director of the
Company and Director General for the AMK subsidiary, taking direct
responsibility for the DRC operations with a remit to reduce costs and improve
efficiency.
· Completion of the rehabilitation of the 28 kilometre public road
leading to the Molulu Project
· Restructuring and the introduction of cost reductions measures,
including voluntary salary reductions at the subsidiary and executive levels.
· Post period
o NIU Invest SE ("NIU") increased its shareholding in the Company to
69.62%, reflecting strong confidence in the Company's strategy and future
growth potential.
o Strengthened the board with the appointment of Mr Ali Farid Khwaja, as
Chief Executive Officer - following the resignation of Mr Russell Fyer in
September 2025, Mr Kelvin Williams as Non-Executive Chairman, Mr Danilo
Lange, as Chief Operational Officer, and Ms Selina Hays and Mr Kristofer
Tremaine, as Non-Executive Directors.
· The company is now focused on:
o Strengthening geological data analysis at the Molulu Project to deliver a
resource estimation and;
o Initiate a Preliminary Economic Assessment ("PEA") to evaluate project
viability and future development, subject to the results.
· Cash at bank and in hand as at 30 June 2025 of £7,167 (2024:
£61,116)
Mr Ali Farid Khwaja, CEO of Critical Metals said:
"We are grateful for the support of our shareholders and creditors during ,
what has been a challenging period. However, I am excited to have joined the
Company at a pivotal time, as global governments increasingly recognise the
value of critical metals and the importance of diversifying supply chains away
from reliance on China. The Molulu project holds significant potential, and we
remain focused on unlocking its value while exploring additional opportunities
in the critical metals sector both in the DRC and beyond."
The Company has applied to the Financial Conduct Authority (FCA") for the
re-instatement of its shares to trading.
Further information on the Company please visit: www.criticalmetals.co.uk
(http://www.criticalmetals.co.uk) or contact:
Critical Metals plc Tel: +44 (0)20 7236 1177
Ali Farid Khwaja, CEO
St Brides Partners Ltd Tel: +44 (0)20 7236 1177
Financial PR
Chairman's Statement
Dear Shareholder,
In the Chairman's Statement that accompanied the interim results to December
2025, it was noted that the Board made the decision to temporarily halt
exploration mining activities at Molulu in the Democratic Republic of the
Congo ("DRC") to evaluate planned drilling targets with the aim of
establishing a deeper understanding of the copper zones and fault areas.
Delays in closing the share restructuring through Fundraise and debt
conversion, which were essential for CRMT, until August 2025 also further
delayed exploration mining activities on site at Molulu.
During this period, the Company has been actively engaged in cost reductions
and efficiency drives to reduce costs through 2024 and well into 2025. In
addition to the voluntary salary reductions of 25% at the executive level and
at subsidiary levels carried out from October 2024, the salary of the CEO was
reduced by a further 8% from May 2025. The workforce on site, including
technicians, was reduced and amenities curtailed.
As announced, Jean Pierre Tshienda took up the post of Executive Director from
mid-December and was appointed Director General for the AMK subsidiary, taking
direct responsibility for the DRC operations and company with a remit to
reduce costs and improve efficiency, reporting to the CEO. Mr Tshienda has
been based in the DRC since January 2025 and has established close relations
with senior politicians and mining bodies that has enhanced our understanding
of the country and its operations and provided a full hands-on approach.
We were pleased to announce that all conditions related to the Fundraise had
been satisfied and as at 8.00 a.m. 8th August 2025 shares were admitted to
trading on the Equity Shares (transition) category of the Official List and
the Main Market of the London Stock Exchange ("Final Admission"). The
66,830,847 Ordinary Shares includes the Ordinary Shares issued to NIU in
respect of the conversion of sums owed under the September 23 Facility
Agreement, Bridge Convertible Loan Note (CLN), and December Bridge CLNs ("NIU
Debt Shares") and the new Ordinary Shares issued in respect of the
Subscription.
Following Final Admission, there are 101,763,526 Ordinary Shares of £0.0005
each in issue comprising 6,738,968 New Ordinary Shares that existed
immediately prior to the publication of the Prospectus ("Existing Shares"),
28,193,711 New Ordinary Shares issued in respect of the April CLNs, Baobab
loan and the Deferred Consideration and 47,824,100 Ordinary Shares issued
pursuant to the Subscription ("Subscription Shares") and 19,006,747 Ordinary
Shares issued in respect of sums owed under the September 23 Facility
Agreement, Bridge CLNs and December Bridge CLNs.
Pursuant to the terms of the NIU September Bridge Subscription Letter, the
Company agreed to issue 1,210,000 warrants over New Ordinary Shares at an
exercise price of £0.05 per New Ordinary Share exercisable for 5 years from
grant. This was in addition to the 610,000 warrants over New Ordinary Shares
already granted to NIU. Following the completion of Subscription and the
issue of the NIU Debt Shares, NIU now holds 61,402,390 New Ordinary Shares
representing 60.34% of the issued share capital. When this is combined with
the NIU Warrants, NIU had an interest in 63,222,390 New Ordinary Shares
representing 60.70% of the fully diluted issued share capital of the Company.
Subsequent to this, NIU further increased its shareholdings in the Company
to 70,846,900 shares or 69.62%.
As a result of the restructuring, we can proceed with our plans to strengthen
our geological data analysis within the Molulu project to provide a Resource
Estimation. Depending on these results the company will initiate a preliminary
economic assessment to evaluate viability and further development. The Company
will also renew the collection and transportation for processing the low-grade
ore deposits on site and from artisan mines within the local area on a greater
scale than previous and again utilise the 28 kilometre public road from Molulu
that was rehabilitated in 2024 by CRMT.
Looking Ahead
The Board appreciates the support the Company has received from its
shareholders and creditors during what can only be called a very difficult
period. We have said all along that the Molulu site has much to offer, and we
are pushing ahead to release its potential.
In addition, to our focus on Molulu, the Company considers that other mining
opportunities are evident, particularly with the increased worldwide demand
for critical metals, in DRC and elsewhere. To build shareholder value and
greater cash liquidity in the company, we must identify revenue generating
targets that can enhance the capabilities of CRMT in the short as well as long
run.
The Company will look to raise additional funds to acquire facilities in the
critical metals sector in the DRC and elsewhere and to support working capital
requirements for the increased activity. Whilst operational progress during
the period has been slower than anticipated, we have taken decisive steps to
manage costs effectively and ensure we are well-prepared for future activity.
We remain committed to corporate governance, risk mitigation, and regulatory
compliance in the DRC. cent challenges, including creditor pressures and
operational disruptions, underscore the importance of a robust governance
framework and proactive risk management.
Finally, I would like to extend my sincere gratitude to our shareholders,
employees, and stakeholders for their continued support and extreme patience.
We look forward to providing further updates as we work towards stabilising
operations, securing funding, and building shareholder value.
Kelvin Williams
Non-Executive Chairman
7 November 2025
Strategic Report
Fair review of the business
The Company was incorporated on 30 May 2018 with a view to undertaking
acquisitions of a target company or business within the natural resources
development and production sector. During the year, the Group continued to
focus on advancing the Molulu Project in the DRC, in which the Group holds a
70% interest. Significant progress was made on development planning, site
preparation, and operational readiness, with management's near-term objective
being to move the project into production.
In addition to Molulu, the Board continued to review potential complementary
investment opportunities within the sub-Saharan African region, though these
are expected to be progressed only once Molulu is cash-generative. The Group
maintained a tight control over costs and ensured that funding was directed
primarily toward activities expected to add value to the Molulu Project.
The Board remains focused on delivering the first phase of production,
strengthening the Group's operational capability in-country, and positioning
the Company for future growth and additional project acquisitions once
sustainable cash flows have been established
Principal risks and uncertainties
There are a number of risks associated with newly listed entities focused in
the natural resources sector, particularly in Africa. The Board regularly
reviews the risks to which the Group is exposed and endeavours to minimise
them as far as possible. The following summary, which is not exhaustive,
outlines some of the risks and uncertainties facing the Group:
Commercialisation of the project and revenue generation
Generally, the business of exploration, development and exploitation of
minerals and mining involves a high degree of risk. Whilst the Directors
believe the Group has identified potentially economically recoverable volumes
of minerals at the Project, which can be brought into production relatively
quickly, there can be no certainty this will be the case or that any minerals
produced will be of the desired quality.
This is because there is insufficient data to verify that the Project contains
a concentration or occurrence of minerals in such mineralised system, grade
(or quality), and quantity that there are reasonable prospects for eventual
economic extraction. Therefore, there is no certainty as to the size or
quality of the ore body at the Project. Although the Group plans to fund
further exploration of the Project, there is no certainty that this will be
successful or that this will result in a JORC (Joint Ore Resource Committee)
mineral resource or that the Group will be able to locate Copper and/or Cobalt
deposits that can be economically extracted.
Price fluctuations in the value of the underlying commodity
The Group's potential future revenues are likely to be derived indirectly
mainly from the sale of copper and/or cobalt ore. Consequently, the Group's
potential future earnings will likely be closely related to the price of
copper and cobalt. Although recovered now, copper and cobalt prices slumped by
30 and 21 per cent, respectively, between 2014 and 2016. Copper and cobalt
prices fluctuate and are affected by numerous industry factors including
demand for the resource, forward selling by producers, production cost levels
in major producing regions and macroeconomic factors, e.g., inflation,
interest rates, currency exchange rates, and global and regional demand for,
and supply of, copper and cobalt.
The low fixed costs of the Project allow the group to pause production if
there are negative fluctuations in the copper / cobalt prices.
In country infrastructure risks
Mining, processing, development and exploration activities depend, to one
degree or another, on adequate infrastructure. Reliable roads, bridges,
landing strips, power sources, and water supply are important determinants,
together with their permitting and ongoing maintenance, all of which affect
capital and operating costs. The Molulu Project is approximately 100
kilometres north of Lubumbashi City, where the nearest smelters and
international airport are located. During the year the Group completed a 28km
road upgrade to support traffic in all weather conditions.
Political risk
The majority of what is now DRC was controlled from mid-1960's until the
mid-1990's by President Mobutu who was deposed in the mid-1990s. Following
President Mobutu's departure there was a period of political upheaval and
civil war that lasted until the early 2000's. Therefore, DRC is a relatively
young democracy, which may make it less stable.
Environmental risk
The Group's project is expected to have an impact on the environment,
particularly in cases of advanced exploration or as mine development proceeds,
production sites and plants. Its activities are or will be subject to
in-country national and local laws and regulations regarding environmental
hazards.
During the year, there was limited site activity at the Molulu Project, and as
such, no additional environmental clearances were required beyond those
already obtained for the first phase of the project. The Group remains
committed to maintaining compliance with applicable environmental regulations
and will continue to strengthen its environmental management processes to
ensure they are appropriate for the transition into production. Development of
a formal rehabilitation and environmental improvement plan is expected to
commence as operational activity increases.
Competition risk
For a small-scale new entrant copper producer in the DRC, competition risk
presents a significant challenge in the highly competitive global copper
market. With an increasing number of international mining companies and
large-scale producers operating in the region, the DRC's small-scale copper
producers face intense competition, leading to potential pricing pressures and
market share erosion.
Key staff risk
Due to the small size of the Group the loss of key officers or employees could
adversely impact the Group's operations. The Group has mitigated this risk
factor by engaging in various third party service providers who are able to
increase resources if required.
Availability of utilities
There is no grid power availability at the Group's Molulu project and it
relies on its own sources for power generation for its operations. Breakdowns
in this may adversely effect its production. The Group has set up its own
solar power generation to provide an alternate power source to diesel based
power generation. The Molulu project also has access to natural water sources
across the project area.
Capital and funding risk
The Group may need additional capital for meeting its working capital needs
and for creating additional capacities. There can be potential risks in
raising equity and debt capital for development of its projects.
Key performance indicators
The key performance indicators of the Group are set at below:
For the year ended For the year ended
30 June 2025 30 June 2024
£
Cash and cash equivalents 7,167 61,116
Carrying value of property, plant and equipment 4,168,523 4,443,497
Net loss after tax (2,424,980) (2,785,874)
Gender analysis
A split of the Company's employees and directors by gender during the year is
shown below:
Male Female
Directors 4 nil
Employees nil nil
Corporate social responsibility
We aim to conduct our business with honesty, integrity, openness, while
respecting human rights and the interests of our shareholders and employees.
We aim to provide timely, regular, and reliable information on the business to
all our shareholders and conduct our operations to the highest standards.
Task Force On Climate-Related Disclosure (TCFD)
Following the acquisition of the Madini Group in September 2022, the Group
commenced small-scale pre-production operations at the Molulu Project. The
Group had intended to assess its exposure to climate-related risks and develop
its sustainability framework during 2024. However, due to delays in
progressing the Molulu Project to full production, it was considered not yet
appropriate to undertake a detailed assessment at this stage, given the
limited level of operational activity.
Accordingly, the Group has not made disclosures consistent with the
recommendations of the Task Force on Climate-related Financial Disclosures
("TCFD"), as required under Listing Rule 14.3.27R. The principal reason for
this is that the Group's operations remain at an early stage of development,
and the Board considers that meaningful disclosure will only be possible once
production activity has commenced.
The Group will review its position again during 2025, with a view to
developing an appropriate climate risk assessment and sustainability framework
as operations advance. Climate change was therefore not considered a principal
risk or uncertainty for the year ended 30 June 2025.
Greenhouse Gas (GHG) Emissions
Current UK based annual energy usage and associated annual GHG emissions are
reported pursuant to the Companies and Limited Liability Partnerships
Regulations 2018 that came into force 1 April 2019. Energy use and associated
GHG emissions are reported as defined by the operational control approach. The
minimum mandatory requirements set out in the 2018 Regulations requires
reporting
of UK based energy use and emissions. The Group has a small carbon footprint
in the UK as most of the directors work from home or in shared office space.
As a result, the energy usage in the UK is below 40,000KWH and therefore
Greenhouse gas emissions, energy consumption and energy efficiency disclosures
have not been provided in the Annual Report.
The Group is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. However, given the
very limited nature of its operations during the period under review, it has
not been practical to measure its carbon footprint. In the future, the Group
will only measure the impact of its direct activities, as the full impact of
the entire supply chain of its suppliers and purchasers of the Group's
products cannot be measured practically.
We have held early-stage discussions with experts in the measurement of GHG at
mining properties and continue to have further discussions now that our first
acquisition has been completed.
Furthermore, we are investigating the most efficient avenue to install
renewable energy systems in the effort to decrease the future use of diesel or
oil fuels.
We strive to create a safe and healthy working environment for the well-being
of our staff and create a trusting and respectful environment, where all
members of staff are encouraged to feel responsible for the reputation and
performance of the Group.
We aim to establish a diverse and dynamic workforce with team players who have
the experience and knowledge of the business operations and markets in which
we operate. Through maintaining good communications, members of staff are
encouraged to realise the objectives of the Group and their own potential.
Our goal is to hire as many DRC citizens as possible and not rely on ex-pat
labour. In the early stages of mine development, the overwhelming majority of
the mining team are DRC citizens, with only five ex-pats positions allocated
in the employment roster.
Section 172 Statement
Section 172 (1) of the Companies Act obliges the Directors to promote the
success of the Group for the benefit of the Group's members as a whole. This
section specifies that the Directors must act in good faith when promoting the
success of the Group and in doing so, have regard (amongst other things) to:
Consider the likely consequences of any decision in the long term
The Group continues to advance its stated aim of developing the Molulu project
into a producing mine site. During the year the Group completed several
capital projects to further this aim.
Consider the interests of the Company's employees
The Group currently provides employment (on a contractual basis) for workers
in the DRC. Only the Directors are based outside the DRC. It is committed to
the fair and ethical treatment of all of its staff and has implemented
training programmes to ensure it creates a local workforce for the future.
Foster the Company's business relationship with suppliers, customers and
others
In order to progress the Molulu Project, the Group is reliant on the support
of its key suppliers (suppliers of earthmoving and excavation equipment,
drilling contractors, suppliers of local equipment and materials, food and
provisions and security). It is therefore a key part of the Group's strategy
to develop these relationships to ensure the Group maintains a strong and
secure relationship with these suppliers.
Consider the impact of the Company's operations on the community and
environment
The Group is aware of the potential impact that its operations may have on the
environment and local community. Through our operations we have supported the
Molulu community, including buying much of the food consumed at the camp from
local people, as well as providing Molulu workers with a competitive wage. In
addition, your Group is actively interacting with the local Chiefs to build a
school accessible to children in the villages surrounding Molulu along with
rehabilitating the road and bridge that leads into the property, which is also
used by the local community members. The board is committed to further
developing this relationship for the better of all parties involved.
Maintain a reputation for high standards of business conduct
The Group has established a number of policies and procedures and continues to
develop these as it grows. Where possible, given the infancy and current size
of Group, it looks to follow the QCA rules on corporate governance as
disclosed in the Corporate Governance Statement which is included in this set
of report and accounts.
Consider the need to act fairly as between members of the Group.
As at 30 June 2025 the Directors held circa 15.14% of the Company with no
other shareholder owning more than 10%. Subsequent to year end the Group had a
capital restructure and as a result one investor holds approximately 69% of
the Group's shares with the remainder held by a diverse range of individual
and corporate shareholders. The Board is mindful of its responsibility to act
fairly between all shareholders, including minority investors and will
consider all shareholders when consider material decisions.
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.
On behalf of the board
Ali Farid Khwaja
Chief Executive Officer
7 November 2025
CRITICAL METALS PLC
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICAL METALS PLC
FOR THE YEAR ENDED 30 JUNE 2025
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CRITICAL METALS PLC
Opinion
We have audited the financial statements of Critical Metals Plc (the 'parent
company') and its subsidiaries (the 'group') for the year ended 30 June 2025
which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Statements of Financial Position, the
Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable
law and UK-adopted international accounting standards.
In our opinion, the financial statements:
· 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 30 June 2025 and of the
group's loss for the year then ended;
· the group and parent company financial statements have been properly
prepared in accordance with UK-adopted international accounting standards; and
· the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the 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 public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates
that the group and parent company have had recurring losses since
incorporation, and its continuation as a going concern is dependent on the
group's ability to successfully fund its operations by generating sufficient
cashflow from operations and will need to raise additional funding within
twelve months from the date of approval of the financial statements in order
to fund its ongoing working capital requirements. As stated in note 2.2, these
events or conditions, along with the other matters as set forth in note 2.2,
indicate that a material uncertainty exists that may cast significant doubt on
the company's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the company's ability to continue to adopt the going concern
basis of accounting included;
· Obtaining management's cashflow forecasts which extended for a period
up to 30 November 2026;
· Comparing the actual results to historical forecasts to determine
accuracy of forecasting;
· Challenging management's key assumptions and inputs and performing
sensitivity analysis thereon;
· Assessing post balance sheet events, including a review of minutes of
the board meetings, which could impact the group's ability to continue as a
going concern;
· Obtaining details of the latest cash position post year end;
· Evaluating external information (i.e., letters of intention to support
the group from the largest shareholder (NIU) and engagement of brokers to
support the forthcoming fundraises) which could impact the going concern
assumptions and;
· Reviewing the disclosures surrounding going concern were clear and
accurately reflected the consideration management have given to going concern.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our application of materiality
The scope of our audit was influenced by our application of materiality. The
quantitative and qualitative thresholds for materiality determine the scope of
our audit and the nature, timing and extent of our audit procedures.
The overall materiality applied to the group financial statements was set at
£83,000 based on 2% of the group's gross assets (2024: £92,000). The overall
materiality applied to the parent company financial statements was set at
£58,000, based on 2% of the parent company gross assets and capped to the
component materiality allocated to the parent for purposes of the group audit
(2024: £45,000). In determining the group and parent company overall
materiality we used our professional judgement and determined gross assets to
be the principal benchmark within the financial statements as the group is not
yet revenue generating, and the group and parent company assets are one of the
key metrics to stakeholders.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing of
account balances, class of transactions and disclosures. The performance
materiality for the group was set at £58,000 (2024: £64,400) and £40,600
(2024: £31,500) for the parent company, being 70% (2024: 70%) of overall
materiality for the financial statements as a whole.
In determining performance materiality, we considered the following factors:
the level of misstatements in the prior periods, the level of judgement
required in respect of the key accounting estimates, the control environment
and our overall risk assessment.
There was one material component of the group, excluding the parent company,
which was audited with a performance materiality of £34,800 (2024: £60,900),
based on allocated materiality for the purposes of the group audit.
We agreed with the audit committee that we would report all audit differences
identified during the course of our audit in excess of £4,100 (2024: £4,600)
for the group and £2,900 (2024: £2,250) for the parent company level, as
well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We applied the concept of materiality in planning and performing our audit and
in evaluating the effect of misstatement. No significant changes have come to
light during the audit which required a revision of our materiality for the
financial statements as a whole.
Our approach to the audit
Our audit is risk based and is designed to focus our efforts on the areas with
the greatest risk of material misstatement, aspects subject to significant
management judgement as well as greatest complexity, risk and size.
As part of designing our audit, we determined materiality, as above, and
assessed the risk of material misstatement in the financial statements. In
particular, we focused on areas involving significant accounting estimates and
judgement by the directors and considered future events that are inherently
uncertain. These areas of estimate and judgement included:
· the recoverability of the development asset; and
· the recoverability of intercompany receivable to the mining
subsidiary, as the future development of the mining results are inherently
uncertain.
We also addressed the risk of management override of internal controls,
including among other matters consideration of whether there is evidence of
bias that represented a risk of material misstatement due to fraud.
The scope of our audit was based on the significance of component's operations
and materiality. Each component was assessed as to whether it was significant
or not to the group by either their size or risk.
The subsidiary Amani Mining Katanga SA (AMK) has been assessed as material
component of the group. The key balance held within this entity is the
development asset.
The audit of the group and parent company were principally performed in
London, conducted by the group audit team, utilising a team with specific
experience of auditing mining exploration entities and publicly listed
entities.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. 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 our scope addressed this matter
Recoverability of development asset (group) (notes 2.6, 2.13 and 10)
Valuation
The group's development assets represent a significant asset on the Our work in this area included:
consolidated statement of financial position (£3,822,824). Management and the
Directors are required to assess whether there are any potential impairment · Reviewing management's IAS 36 impairment indicator review paper and
triggers in line with IAS 36 which would indicate that the carrying value of critically challenging the key judgements and assumptions used;
those assets have suffered an impairment.
· Obtaining evidence regarding the compliance with licence terms and
ensuring they are in good standing and there are no issues regarding legal
title i.e., the ownership of the mining activities at the Molulu site;
Given the judgement and estimation required by management in making this
assessment, there is a risk that this assessment is not conducted · Reviewing of management's internal production forecasts to ascertain
appropriately, and the assets are materially overstated. viability of the mine. This was validated to the Competent Person Report
performed by an external management expert;
· Reviewing of management's copper price assumptions against readily
available market data and trends in order to challenge the validity of
forecasted price on production. In addition, consideration of external market
factors (i.e, current Copper price and trends on the London Metal Exchange)
and the impact on the valuation of the producing assets held;
· Assessing management's assumptions by reference to third party
information, our knowledge of the group and industry and also budget and
forecast performance;
· Obtained management's assessment of the classification of the assets
as a development asset within Property, Plant and Equipment and evaluated the
appropriateness of the classification; and
· Assessing whether management's presentation and disclosures relating
to estimation uncertainty and critical judgements made are adequate.
Based on our work performed and evidence obtained, we consider the development
assets to be fairly stated.
Intercompany receivable recoverability (Parent Company) (notes 2.9, 2.13 and
12) Valuation
The carrying amount of the intercompany receivables of £ 5,693,399 represents Our work in this area included:
the most material portion of the parent company's total assets.
· Obtaining from management an expected credit loss assessment with
There is a risk of material misstatement regarding the recoverability of respect to the recoverability assessment of intercompany receivables;
intercompany receivables in accordance with IFRS 9 and as such the
intercompany receivable is deemed to be a key audit matter. · Reviewing the recoverability of intercompany receivables using
management forecasts and assessing and concluding on the appropriateness of
the underlying key assumptions and inputs within the forecast in order to
ensure the appropriate valuation of intercompany receivables;
· Reviewed the mathematical accuracy of the model including the
underlying assumptions and inputs as well as challenging management on whether
they were reasonable; and
· Assessing whether management's presentation and disclosures relating
to estimation uncertainty are adequate.
Based on our work performed and evidence obtained, we consider the
intercompany receivables to be fairly stated.
Other information
The other information comprises the information included in the annual report,
other than the financial statements and our auditor's report thereon. The
directors are responsible for the other information contained within the
annual report. Our opinion on the 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors' remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the 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.
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, or returns adequate
for our audit have not been received from branches not visited by us; or
· the financial statements and the part of the directors' remuneration
report to be audited 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 Statement of directors' responsibilities, 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 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 company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We obtained an understanding of the group and parent company and the sector in
which it operates to identify laws and regulations that could reasonably be
expected to have a direct effect on the financial statements. We obtained our
understanding in this regard through discussions with management and industry
research.
· We determined the principal laws and regulations relevant to the
company in this regard to be those arising from the:
o Companies Act 2006;
o Listing Rules;
o Disclosure and Transparency Rules;
o Quoted Companies Alliance Code (voluntary adoption);
o Anti -Bribery legislation;
o The Money Laundering and Terrorist Financing (Amendment) Regulations 2019;
o The operating terms set out in the Small Mine Exploitation Permit in the
Democratic Republic of Congo (DRC)
o Local industry regulations in the DRC; and
o Local tax in the UK and the DRC.
· We designed our audit procedures to ensure the audit team considered
whether there were any indications of non-compliance by the group and parent
company with those laws and regulations. These procedures included, but were
not limited to:
o Reviewing of legal expenses
o Conducting enquiries of management;
o Reviewing board minutes and other correspondence from management;
o Reviewing RNS publications;
o Incorporating unpredictability in the audit procedures around payments
made the entities operating in the DRC.
· We also identified the risks of material misstatement of the financial
statements due to fraud. We considered, in addition to the non-rebuttable
presumption of a risk of fraud arising from management override of controls,
whether key management judgements could include management bias. The potential
for bias was identified in relation to classification and valuation of
development assets and the intercompany receivable recoverability within the
parent company's statement of financial position. We addressed these items as
outlined in the Key Audit Matters section. Audit procedures were performed in
this regard to review and challenge management's impairment and fair value
assessments.
· As in all of our audits, we addressed the risk of fraud arising from
management override of controls by performing audit procedures which included,
but were not limited to: the testing of journals; reviewing accounting
estimates for evidence of bias; and evaluating the business rationale of any
significant transactions that are unusual or outside the normal course of
business.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities)
(http://www.frc.org.uk/auditorsresponsibilities)
(http://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for)
(https://www.frc.org.uk/auditors/audit-assurance/standards-and-guidance/2010-ethical-standards-for-auditors-(1))
. This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by Board of Directors on 19 June 2020 to audit the financial
statements for the period ending 30 June 2020 and subsequent financial
periods. Our total uninterrupted period of engagement is 6 years, covering the
period ends 30 June 2020 to 30 June 2025.
The non-audit services prohibited by the FRC's Ethical Standard were not
provided to the company and we remain independent of the 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 company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone, other than the company and the company's members as
a body, for our audit work, for this report, or for the opinions we have
formed.
Hannes Verwey (Senior Statutory Auditor)
15 Westferry Circus
For and on behalf of PKF Littlejohn LLP
Canary Wharf
Statutory Auditor
London E14
4HD
7 November 2025
CRITICAL METALS PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2025
Notes Year ended 30 Year ended 30
June 2025 June 2024
£ £
Revenue
Revenue from continuing operations - -
- -
Expenditure
Exploration & evaluation expenditure (136,594) (345,153)
Administrative expenses 4 (1,603,382) (2,218,188)
Depreciation 10 (101,535) (52,607)
(1,841,511) (2,615,948)
Finance costs
Finance expenses 16 (317,430) (11,244)
Interest expense 16 (266,039) (158,682)
(583,469) (169,926)
Loss on ordinary activities before taxation (2,424,980) (2,785,874)
Taxation on loss on ordinary activities 8 - -
Loss on ordinary activities after taxation (2,424,980) (2,785,874)
Other comprehensive income
Exchange differences on translation of foreign operations 5 207,340 9,567
Loss and total comprehensive income for the year attributable to the owners of (2,217,640) (2,776,307)
the Group
Earnings per share (basic and diluted) attributable to the equity holders 9 (3.41) (3.79)
(pence)
Loss attributable to:
Owners of the parent (2,295,280) (2,489,614)
Non-controlling interest (129,700) (296,260)
(2,424,980) (2,785,874)
The Company has taken advantage of section 408 of the Companies Act 2006 and
consequently a profit and loss account has not been presented for the Company.
The Company's loss for the financial period was £1,170,896 (2024:
£1,102,184).
The accompanying notes form are integral part of these consolidated
financial statements
CRITICAL METALS PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Notes As at As at
30 June 2025 30 June 2024
£ £
NON-CURRENT ASSETS
Property, plant & equipment 10 4,168,523 4,443,497
TOTAL NON-CURRENT ASSETS 4,168,523 4,443,497
CURRENT ASSETS
Trade and other receivables 11 34,762 70,278
Cash at bank and in hand 13 7,167 61,116
TOTAL CURRENT ASSETS 41,929 131,394
TOTAL ASSETS 4,210,452 4,574,891
CURRENT LIABILITIES
Trade and other payables 15 2,284,565 1,682,428
Borrowings 16 3,695,689 2,911,753
TOTAL CURRENT LIABILITIES 5,980,254 4,594,181
NON-CURRENT LIABILITIES
Borrowings 16 124,608
TOTAL NON-CURRENT LIABILITIES 124,608
TOTAL LIABILITIES 6,104,862 4,594,181
NET LIABILITIES (1,894,410) (19,290)
EQUITY
Called up share capital 17 336,948 336,948
Share premium account 17 5,981,996 5,981,996
Other equity reserve 18 342,520 -
Share based payment reserve 18 231,560 276,459
Foreign exchange reserve 5 260,397 53,057
Retained losses (8,406,823) (6,156,442)
Equity attributable to equity holders of the parent (1,253,402) 492,018
Non-controlling interest (641,008) (511,308)
TOTAL DEFICIT (1,894,410) (19,290)
The accompanying notes are integral part of these consolidated financial
statements.
The financial statements were approved by the board on 7 November 2025 and
were signed on its behalf by:
Ali Farid Khwaja
CEO
CRITICAL METALS PLC
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Notes As at As at
30 June 2025 30 June 2024
£ £
NON-CURRENT ASSETS
Intercompany receivables 12 5,693,399 4,940,935
Investment in subsidiary 14 10,000 10,000
TOTAL NON-CURRENT ASSETS 5,703,399 4,950,935
CURRENT ASSETS
Trade and other receivables 11 26,313 56,129
Cash at bank and in hand 13 3,541 46,862
TOTAL CURRENT ASSETS 29,854 102,991
TOTAL ASSETS 5,733,253 5,053,926
CURRENT LIABILITIES
Trade and other payables 15 1,031,186 441,795
Borrowings 16 2,852,338 2,058,634
TOTAL CURRENT LIABILITIES 3,883,524 2,500,429
NON- CURRENT LIABILITIES
Borrowings 16 124,608
TOTAL CURRENT LIABILITIES 124,608
TOTAL LIABILITIES 4,008,132 2,500,429
NET ASSETS 1,725,121 2,553,497
EQUITY
Called up share capital 17 336,948 336,948
Share premium account 17 5,981,996 5,981,996
Other equity reserve 18 342,520 -
Share based payment reserve 18 231,560 276,459
Retained earnings (5,167,903) (4,041,906)
TOTAL EQUITY 1,725,121 2,553,497
The financial statements were approved by the board on 7 November 2025 and
were signed on its behalf by:
Ali Farid Khwaja
CEO
CRITICAL METALS PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Issued Share Capital Share Premium Other equity reserve Share Based Payments Reserve Foreign exchange currency reserve Retained Earnings Total equity attributable to shareholders Non-controlling interest Total Deficit
£ £ £ £ £ £ £ £ £
As at 30 June 2023 311,561 5,606,918 - 271,260 43,490 (3,666,828) 2,566,401 (215,048) 2,351,353
Loss for the year - - - - - (2,489,614) (2,489,614) (296,260) (2,785,874)
Other comprehensive income - - - - 9,567 - 9,567 - 9,567
Total comprehensive loss for the year - - - - 9,567 (2,489,614) (2,480,047) (296,260) (2,776,307)
Shares issued during the year 25,387 385,327 - - - - 410,714 - 410,714
Share issue costs during the year - (10,249) - - - - (10,249) - (10,249)
Warrants issued during the year - - - 5,199 - - 5,199 - 5,199
Total transactions with owners 25,387 375,078 - 5,199 - - 405,664 - 405,664
As at 30 June 2024 336,948 5,981,996 - 276,459 53,057 (6,156,442) 492,018 (511,308) (19,290)
Loss for the year - - - - - (2,295,280) (2,295,280) (129,700) (2,424,980)
Other comprehensive income - - - - 207,340 - 207,340 - 207,340
Total comprehensive loss for the year - - - - 207,340 (2,295,280) (2,087,940) (129,700) (2,217,640)
Warrants issued during the year - - 342,520 - - 342,520 - 342,520
Warrants lapsed in the year - - - (44,899) - 44,899 - - -
Total transactions with owners - - 342,520 (44,899) - 44,899 342,520 - 342,520
As at 30 June 2025 336,948 5,981,996 342,520 231,560 260,397 (8,406,823) (1,253,402) (641,008) (1,894,410)
CRITICAL METALS PLC
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Issued Share Capital Share Premium Other equity reserve Share Based Payment Reserve Retained Earnings Total Equity
£ £ £ £ £ £
As at 30 June 2023 311,561 5,606,918 - 271,260 (2,939,722) 3,250,017
-
Loss for the year - - - - (1,102,184) (1,102,184)
Other comprehensive income - - - - - -
Total comprehensive loss for the year - - - - (1,102,184) (1,102,184)
Share issued during the year 25,387 385,327 - - - 410,714
Share issue costs during the year - (10,249) - - - (10,249)
Warrants issued - - - 5,199 - 5,199
Total transaction with the owners 25,387 375,078 - 5,199 - 405,664
As at 30 June 2024 336,948 5,981,996 - 276,459 (4,041,906) 2,553,497
Loss for the year - - - - (1,170,896) (1,170,896)
Other comprehensive income - - - - - -
Total comprehensive loss for the year - - - - (1,170,896) (1,170,896)
Warrants issued - - 342,520 - - 342,520
Lapsed warrants - - (44,899) 44,899 -
Total transaction with the owners - - 342,520 (44,899) 44,899 342,520
As at 30 June 2025 336,948 5,981,996 342,520 231,560 (5,167,903) 1,725,121
CRITICAL METALS PLC
CONSOLIDATED STATEMENT OF CASHFLOW
FOR THE YEAR ENDED 30 JUNE 2025
30 June 2025 30 June 2024
£
£
Cash from operating activities
Loss for the year (2,424,980) (2,785,874)
Adjustments for:
Interest expense 266,039 158,682
Depreciation 10 101,535 52,607
Finance charge 317,430 11,244
Foreign exchange 355,182 6,870
Share-based payments - -
Operating cashflow before working capital movements (1,384,794) (2,556,471)
Decrease/ (increase) in trade and other receivables 34,799 (5,100)
Increase trade and other payables 807,268 356,325
Net cash outflow from operating activities (542,727) (2,205,246)
Cash from financing activities
Proceeds from borrowings 609,220 1,956,427
Repayment of borrowings - (80,847)
Proceeds on the issue of shares net of transaction costs 17 - 351,919
Proceeds on the exercise of warrants 17 - 195,713
Net cash from financing activities 609,220 2,423,212
Cash from investing activities
Payments for asset group - (74,597)
Payments for property, plant and equipment 10 (119,721) (496,006)
Net cash outflow from investing activities (119,721) (570,603)
Net decrease in cash and cash equivalents (53,228) (352,637)
Cash and cash equivalents at beginning of year 61,116 411,696
Foreign exchange (721) 2,057
Cash and cash equivalents at end of period 13 7,167 61,116
There were the following material non-cash transactions in the year:
· Accrued interest expenditure of £266,039; and
· Issue of £342,520 of warrants as part of the convertible loan note
financing.
The accompanying notes are integral part of these consolidated financial
statements.
CRITICAL METALS PLC
PARENT COMPANY STATEMENT OF CASHFLOW
FOR THE YEAR ENDED 30 JUNE 2025
30 June 2025 30 June 2024
£ £
Cashflow from operating activities
Loss for the year (1,170,896) (1,102,184)
Adjustments for:
Finance charge 317,430 11,244
Interest receivable (357,237) (287,545)
Interest payable 216,917 109,948
Non-cashflow transaction-management recharge - 218,562
Operating cashflow before working capital movements (993,786) (1,049,975)
(Increase)/decrease in trade and other receivables 29,814 (206,052)
Increase in trade and other payables 706,659 377,713
Net cash outflow from operating activities (257,313) (878,314)
Cashflow from financing activities
Proceeds of borrowings 609,220 1,956,427
Repayment of borrowings - (80,847)
Issue of funds to group companies (395,228) (1,855,517)
Proceeds on the issue of shares net of transaction costs - 351,919
Proceeds on the exercise of warrants - 195,713
Net cash from financing activities 213,992 567,695
Net decrease in cash and cash equivalents (43,321) (310,619)
Cash and cash equivalents at beginning of year 46,862 357,481
Cash and cash equivalents at end of period 13 3,541 46,862
There were the following material non-cash transactions in the year:
· Accrued interest expenditure of £216,917 and
· Issue of £342,520 of warrants as part of the convertible loan note
financing
The accompanying notes are integral part of these consolidated financial
statements.
1. General Information
Critical Metals plc and its subsidiary (the "Group") looks to develop its
existing asset and identify other potential companies, businesses or asset(s)
that have operations in the natural resources exploration, development and
production sector.
The Company is domiciled in the United Kingdom and incorporated and registered
in England and Wales as a public limited company. The Company's registered
office is The Broadgate Tower, 20 Primrose Street, London UK, EC2A 2EW. The
Company's registered number is 11388575.
2. Accounting policies
The principal accounting policies applied in preparation of these consolidated
financial statements ("financial statements") are set out below. These
policies have been consistently applied unless otherwise stated.
2.1. Basis of preparation
The financial statements for the period ended 30 June 2025 have been prepared
by Critical Metals Plc in accordance with UK adopted International Accounting
Standards ("IFRS") and with the requirements of the Companies Act 2006. The
financial statements have been prepared under the historical cost convention.
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 is Pounds Sterling (£) as this is
the currency that finance is raised in. The functional currency of its main
subsidiary is US Dollars (USD) 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 the most relevant presentational currency for
users of the consolidated financial statements. Foreign operations are
included in accordance with the policies set out below.
2.2. Going concern
The Group commenced mine development and processing operations at the Molulu
project in the final half of the 2022 financial year, which were halted during
the current financial year to continue its exploration activities, along with
major improvement works being made on the road to and from Molulu. The Group
expects its first sales to occur in mid 2026.
The Group's financial statements have been prepared on the going concern
basis, which contemplates that the Group will be able to realize its assets
and discharge liabilities in the normal course of business. Despite this,
there can be no assurance that the Group will either achieve or maintain
profitability in the future and financial returns arising there from, may be
adversely affected by factors outside the control of the Group.
The Group has had recurring losses since incorporation, and its continuation
as a going concern is dependent on the Group's ability to successfully fund
its operations by generating sufficient cash flow from operations and where
required obtaining additional financing from equity injections and / or the
raising of cash through bank loans or other debt instruments, to meet any
working capital deficits and fund the Group's exploration activities and new
mine developments.
This indicates that a material uncertainty exists that may cast significant
doubt over the Group's ability to continue as a going concern and therefore
their ability to realise their assets and discharge their liabilities in the
normal course of business.
Whilst acknowledging this material uncertainty, the directors consider it
appropriate to prepare the consolidated financial statements on a going
concern basis for the following reasons:
· Subsequent to year end the Group converted the majority of its debt
into ordinary shares in the Group;
· The Group has entered into a debt facility with its majority
shareholder with the ability to draw down on $500,000 USD to fund operations
· The Group has no committed exploration expenditure on its granted
mining licenses at Molulu and has the ability to reduce all spend in the event
that it needs to conserve cash balances; and
· The Group's Board of Directors have significant experience in the debt
and equity capital markets and specifically have a successful track record in
funding mining operations, new mine development and exploration activities and
are further considered capable of securing ongoing debt and equity capital
financing for the Group.
The consolidated financial statements do not include the adjustments that
would result if the Group were unable to continue as a going concern.
The auditors have made reference to going concern by way of a material
uncertainty within the financial statements.
2.3. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and demand
deposits with banks and other financial institutions. A material amount of
cash and cash equivalents is held with alternative financial institutions.
These funds are fully unrestricted and are held on behalf of the institutions
with reputable banks.
2.4. Foreign currency translation
The financial statements are presented in Sterling which is the Company's
functional and presentational currency.
Transactions in currencies other than the functional currency are recognised
at the rates of exchange on the dates of the transactions. At each balance
sheet date, monetary assets and liabilities are retranslated at the rates
prevailing at the balance sheet date with differences recognised in the
Statement of comprehensive income in the period in which they arise.
2.5. Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company (its subsidiaries) made up
to 30 June each year. Per IFRS 10, control is achieved when the Company:
· has the power over the investee;
· is exposed, or has rights, to variable returns from its involvement
with the investee; and
· has the ability to use its power to affects its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above. When the Company has less than a majority
of the voting rights of an investee, it considers that it has power over the
investee when the voting rights are sufficient to give it the practical
ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or
not the Company's voting rights in an investee are sufficient to give it
power, including:
· the size of the Company's holding of voting rights relative to the size
and dispersion of holdings of the other vote holders;
· potential voting rights held by the Company, other vote holders or other
parties;
· rights arising from other contractual arrangements; and
· any additional facts and circumstances that indicate that the Company
has, or does not have, the current ability to direct the relevant
activities at the time that decisions need to be made, including voting
patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, the results of subsidiaries acquired or disposed of during the
year are included in profit or loss from the date the Company gains control
until the date when the Company ceases to control the subsidiary. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with the Group's accounting
policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between the members of the Group are eliminated on
consolidation.
The Group recognises any non-controlling interest in the acquired entity at
the non-controlling interest's proportionate share of the acquired entity's
net identifiable assets. Subsequent to acquisition, the carrying amount of
non-controlling interests is the amount of those interests at initial
recognition plus the non-controlling interests' share of subsequent changes in
equity.
Profit or loss and each component of other comprehensive income are attributed
to the owners of the Company and to the non-controlling interests. Total
comprehensive income of the subsidiaries is attributed to the owners of the
Company and to the non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
2.6. Property, Plant & Equipment
Items of property, plant and equipment are stated at cost of acquisition or
production cost less accumulated depreciation and impairment losses.
Depreciation is charged so as to write off the cost or valuation of assets
over their estimated useful lives, using the straight-line method, on the
following bases:
Plant and equipment - 20%
Road & Buildings - 20%
A lease liability is recognized in accordance with requirements of IFRS 16. It
requires a lessee to recognise assets and liabilities for all leases with a
term of more than 12 months, unless the underlying asset is of low value. As
at 30 June 2025 the Group has not entered into any leases with a term greater
than 12 months.
Exploration and evaluation
Intangible assets represent exploration and evaluation assets (IFRS 6 assets),
being the cost of acquisition by the Group of rights, licences and other
associated items. Such expenditure requires the immediate write-off of
exploration and development expenditure that the Directors do not consider to
be supported by the existence of commercial reserves.
All costs associated with mineral exploration and investments, are capitalised
on a project-by-project basis, pending determination of the feasibility of the
project. Costs incurred include appropriate technical and administrative
expenses, but not general overheads and these assets are not amortised until
technical feasibility and commercial viability is established. If an
exploration project is successful, the related expenditures will be
transferred to "mining assets" and amortised over the estimated life of the
commercial ore reserves on a unit of production basis.
The recoverability of all exploration and development costs is dependent upon
the discovery of economically recoverable reserves, the ability of the Group
to obtain necessary financing to complete the development of reserves and
future profitable production or proceeds from the disposition thereof.
Exploration and evaluation assets shall no longer be classified as such when
the technical feasibility and commercial viability of extracting mineral
resources are demonstrable. When relevant, such assets shall be assessed for
impairment, and any impairment loss recognized, before reclassification to
"Mine development".
Mine development
Mine development costs are included within property, plant and equipment.
These costs include the costs attributable to the establishment of mining and
processing operations, groundworks and site preparation.
Whilst the mine is under development no depreciation will be recognised until
such time that production commences.
Work in progress
Work in progress represents costs incurred on assets that are under
construction or development and are not yet available for their intended use.
Such costs are capitalised as part of property, plant and equipment and will
be transferred to the appropriate asset category once the asset is completed
and ready for use. No depreciation is charged on work in progress until the
relevant asset is brought into use.
2.7. Investment in subsidiary
The consolidated financial statements incorporate the results of subsidiaries
using the acquisition method. In the statement of financial position, the
acquiree's identifiable assets, liabilities and contingent liabilities are
initially recognised at their fair values at the acquisition date. The results
of acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained. They are
deconsolidated from the date on which control ceases.
2.8. Borrowings
Borrowings are recognised initially at fair value, net of transaction costs.
After initial recognition, loans are subsequently carried at amortised cost.
Any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the statement of comprehensive income over
the period of the borrowings using the effective interest method. Fees paid on
the establishment of loan facilities are included in the initial recognition
of the loan note.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability or at least 12 months
after the end of the reporting period
Convertible loan notes classified as financial liabilities and borrowings are
recognised initially at fair value, net of transaction costs. After initial
recognition, loans are subsequently carried at amortised cost. Any difference
between the proceeds (net of transaction costs) and the redemption value is
recognised in the statement of comprehensive income over the period of the
borrowings using the effective interest method. Fees paid on the establishment
of loan facilities are included in the initial recognition of the loan note.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability or at least 12 months
after the end of the reporting period.
2.9. Trade and other receivables
Trade and other receivables are measured at amortised cost, using the
effective interest method, less any impairment loss. An allowance for
impairment of trade and other receivables is established based on the twelve
month expected credit losses unless the credit quality has deteriorated since
inception, in which case it is based on lifetime losses.
2.10. Financial instruments
IFRS 9 requires an entity to address the classification, measurement and
recognition of financial assets and liabilities.
a) Classification
The Group classifies its financial assets in the following measurement
categories:
· those to be measured subsequently at fair value (either through OCI
or through profit or loss);
· those to be measured at amortised cost; and
· those to be measured subsequently at fair value through profit or
loss.
The classification depends on the Group's business model for managing the
financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will be recorded either
in profit or loss or in OCI. For investments in equity instruments that are
not held for trading, this will depend on whether the Group has made an
irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
b) Recognition
Purchases and sales of financial assets are recognised on trade date (that
is, the date on which the Group commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cash flows
from the financial assets have expired or have been transferred and the Group
has transferred substantially all the risks and rewards of ownership.
c) Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset.
Transaction costs of financial assets carried at FVPL are expensed in profit
or loss.
Debt instruments
Amortised cost: Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and interest,
are measured at amortised cost. Interest income from these financial
assets is included in finance income using the effective interest rate
method. Any gain or loss arising on derecognition is recognised directly in
profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a separate line
item in the statement of profit or loss.
Equity instruments
The Group subsequently measures all equity investments at fair value.
Dividends from such investments continue to be recognised in profit or loss
as other income when the Group's right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognised in other
gains/(losses) in the statement of profit or loss as applicable. Impairment
losses (and reversal of impairment losses) on equity investments measured
at FVOCI are not reported separately from other changes in fair value.
d) Impairment
The Group assesses, on a forward-looking basis, the expected credit losses
associated with any debt instruments carried at amortised cost.
The impairment methodology applied depends on whether there has been a
significant increase in credit risk. For trade receivables, the Group applies
the simplified approach permitted by IFRS 9, which requires expected lifetime
losses to be recognised from initial recognition of the receivables.
2.11. Equity
Share capital is determined using the nominal value of shares that have been
issued.
The Share premium account includes any premiums received on the initial
issuing of the share capital. Any transaction costs associated with the
issuing of shares are deducted from the Share premium account, net of any
related income tax benefits.
Equity-settled share-based payments are credited to a share-based payment
reserve as a component of equity until related options or warrants are
exercised or lapse.
Based on IFRS 2, for equity-settled share-based payment transactions, the
entity shall measure the goods or services received, and the corresponding
increase in equity, directly, at the fair value of the goods or services
received, unless that fair value cannot be estimated reliably. The fair value
of the service received in exchange for the grant of options and warrants is
recognised as an expense, other than those warrants that were issued in
relation to the listing which have been recorded against share premium in
equity. If the entity cannot estimate reliably the fair value of the goods or
services received, the entity shall measure their value, and the corresponding
increase in equity, indirectly, by reference to the fair value of the equity
instruments granted. The seed warrants issued to the investors and directors
in raising private equity funds is not within the scope of IFRS 2 and
accounting policy mentioned doesn't apply.
Retained losses includes all current and prior period results as disclosed in
the income statement.
2.12. Taxation
Tax currently payable is based on taxable profit for the period. Taxable
profit differs from profit as reported in the income statement because it
excludes items of income and expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary difference arises
from initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference, and it is probable that the temporary difference will
not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset realised. Deferred tax is
charged or credited to profit or loss, except when it relates to items charged
or credited directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
2.13. Critical accounting judgements and key sources of estimation
uncertainty
The preparation of the financial statements requires management to make
judgements, estimates and assumptions that affect the amounts reported for
revenues and expenses during the period and the amounts reported for assets
and liabilities at the balance sheet date. However, the nature of estimation
means that the actual outcomes could differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected. The significant
accounting judgements and key sources of estimation uncertainty affecting the
Group are disclosed below.
Estimates
Development costs recoverability
The Group's development assets constitute a major component of the
consolidated statement of financial position, requiring management and the
Directors to assess, under IAS 36, whether any impairment indicators suggest a
potential decline in their carrying value. This process involves substantial
judgment and estimation, creating a risk that impairment evaluations may not
be accurately performed, potentially leading to material overstatement of
asset values.
Intercompany receivable recoverability
The carrying amount of the intercompany receivables represents the most
material portion of the Company's total assets and therefore the Company
assesses at each reporting date whether there is any objective evidence that
loans to subsidiaries are impaired. To determine whether there is objective
evidence of impairment, a considerable amount of estimation is required to
determine future credit losses over the 12 month period of life time of the
loan.
Judgements
Classification of costs and valuation of development costs
Expenditure on exploration and evaluation activities is reclassified from
Exploration and evaluation assets to Development assets when the technical
feasibility and commercial viability of extracting a mineral resource are
demonstrable. This assessment typically occurs when a decision to develop the
project has been made by the Directors, supported by sufficient evidence and
the necessary funding or agreements are in place to progress further
development.
New standards and interpretations not yet adopted
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue but not yet effective (and in some cases have not yet been
adopted by the UK):
Standard Impact on initial application Effective date
Amendments to IAS21 Lack of exchangeability 1 January 2025
Amendments IFRS 9 and IFRS 7 - Financial instruments Classification and measurement of financial instruments 1 January 2026
IFRS 18 - Presentation and Disclosure in Financial Statements Presentation and Disclosure of financial Statements 1 January 2027
The effect of these new and amended Standards and Interpretations which are in
issue but not yet mandatorily effective is not expected to be material.
The directors are evaluating the impact that these standards may have on the
financial statements of Group.
3. Segmental analysis
The Group has two reportable segments, Mining and Corporate, which are the
Group's strategic divisions. For each of the strategic divisions, the Board
reviews internal management reports on a regular basis.
The Group's reportable segments are:
Mining: the mining operating segment is presented as an aggregate of all the
DRC related activity and the associated Mauritian holding companies.
Corporate: the corporate segment is the UK head company and the costs in
respect of managing the Group. This includes the cost of director share
options granted by the Company.
The Group generated no revenue during the year ended 30 June 2025 (2024:
£nil).
Segmental results are detailed below
Mining Corporate Total
£ £ £
Operating loss from continued operations per reportable segment (1,254,084) (1,170,896) (2,424,980)
Reportable segment assets 4,171,235 39,217 4,210,452
Reportable segment liabilities 2,097,367 4,007,495 6,104,862
Net assets/ (liabilities) 2,073,868 (3,968,278) (1,894,410)
And for the year ended 30 June 2024:
Mining Corporate Total
£ £ £
Operating loss from continued operations per reportable segment (1,467,760) (1,318,114) (2,785,874)
Reportable segment assets 4,461,900 112,991 4,574,891
Reportable segment liabilities 2,093,752 2,500,429 4,594,181
Net assets/ (liabilities) 2,368,148 (2,387,438) (19,290)
4. ADMINISTRATIVE EXPENSES
30 June 2025 30 June 2024
£ £
Consultancy fees (101,154) (447,700)
Employment costs (316,553) (381,469)
Subcontractors (180,231) (514,900)
Insurance (17,241) (18,328)
Professional fees (506,558) (506,884)
Travel expenditure (3,913) (119,871)
Foreign exchange (368,321) (29,130)
Administrative expenses (109,411) (199,906)
(1,603,382) (2,218,188)
5. Other comprehensive incomE
Items credited/(charged) to the other comprehensive income line of the
statement of comprehensive income relate to the translation of foreign
operations. The corresponding movement is offset against the foreign exchange
reserve in the statement of financial position.
30 June 2025 30 June 2024
£ £
Opening Balance 53,057 43,490
Foreign exchange impact 207,340 9,567
Closing Balance 260,397 53,057
6. Employees
The average number of persons employed by the Group (including directors)
during the period ended 30 June 2025 was:
30 June 2025 No of employees 30 June 2024 No of employees
Directors 4 3
Employees - 1
4 4
2025 2023
The aggregate payroll costs of these persons were as follows: £ £
Wages and salaries 306,617 371,250
Share-based payments - -
National insurance 9,936 10,219
316,553 381,469
7. AUDITORS REMUNERATION
2025 2024
£ £
Fees payable to the Group's auditor for the audit of parent company and 50,000 73,500
consolidated group financial statements:
Prior year overruns - 9,167
Audit of subsidiary undertakings 5,846 4,100
55,846 86,767
8. taxation
As at 30 June 2025 As at 30 June 2024
£ £
The charge / credit for the year is made up as follows:
Corporation taxation on the results for the year -
Taxation charge / credit for the year - -
A reconciliation of the tax charge / credit appearing in the income statement
to the tax that would result from applying the standard rate of tax to the
results for the year is:
Loss for the year (2,424,980) (2,785,874)
Tax credit at the applicable rate of 24.7% (2024: 24.7%) (598,970) (688,110)
Expenditure disallowable for taxation 99,294 30,511
Tax losses on which no deferred tax asset has been recognised 499,676 657,599
Total tax (charge)/credit - -
The weighted average applicable tax rate of 24.7% (2024: 24.7%) used is a
combination of the 25% standard rate of corporation tax in the UK (2024:25%),
28% standard rate of corporation tax in the DRC (2024: 28%) and nil
corporation tax rate in Mauritius (2024: nil).
The Company has total carried forward losses of £7,875,891 (2024:
£5,852,909). The taxed value of the unrecognised deferred tax asset is
£1,945,345 (2024: £1,445,669) and these losses do not expire. No deferred
tax assets in respect of tax losses have not been recognised in the accounts
because there is currently insufficient evidence of the timing of suitable
future taxable profits against which they can be recovered.
9. EARNINGS per share
The calculation of the basic and diluted earnings per share is calculated by
dividing the profit or loss for the year by the weighted average number of
ordinary shares in issue during the year
2025 2024
£ £
Loss for the year from continuing operations (2,295,280) (2,489,614)
Weighted number of ordinary shares in issue 67,389,680 65,637,849
Basic earnings per share from continuing operations - pence (3.41) (3.79)
There is no difference between the diluted loss per share and the basic loss
per share presented. Share options and warrants could potentially dilute basic
earnings per share in the future but were not included in the calculation of
diluted earnings per share as they are anti-dilutive for the year presented.
10. Property, plant & Equipment
Group
Plant and equipment Road & Buildings Development Work-in-progress Total
£ £ £ £ £
Cost
Opening balance - 1 July 2024 230,214 31,621 4,091,800 170,992 4,524,628
Additions - - - 119,721 119,721
Foreign exchange (15,291) (18,879) (268,976) - (303,146)
Transfer - 290,713 - (290,713) -
At 30 June 2025 214,923 303,455 3,822,824 - 4,341,203
Depreciation
Opening balance - 1 July 2024 28,695 132 - - 28,827
Charge for the period 45,023 56,512 - - 101,535
Foreign exchange 38,982 3,335 - - 42,317
At 30 June 2025 112,700 59,979 - - 172,679
Net book value 30 June 2025 102,223 243,476 3,822,824 - 4,168,523
Plant and equipment Buildings Development Work-in-progress Total
£ £ £ £ £
Cost
Opening balance - 1 July 2023 230,520 31,663 3,774,098 - 4,036,281
Additions - - 324,226 171,780 496,006
Foreign exchange (306) (43) (6,524) - (6,873)
Transfer - - - (788) (788)
At 30 June 2024 230,214 31,620 4,091,800 170,992 4,524,626
Depreciation
Opening balance - 1 July 2023 28,695 132 - - 28,827
Charge for the period 46,254 6,353 - - 52,607
Foreign exchange (273) (30) - - (303)
At 30 June 2024 74,676 6,455 - - 81,131
Net book value 30 June 2024 155,538 25,165 4,091,800 170,992 4,443,496
Development assets relate specifically to commercial interests held by
Critical Metals PLC and its subsidiaries. The Group currently operates in 1
area of interest via its subsidiaries or commercial interests being the Molulu
project in the Democratic Republic of the Congo.
The Group has begun the development of the mine site for the Molulu project.
Costs relating to the physical construction of the site have been capitalised.
Once the mine has been completed the amount will be amortized over the mine
life of the area.
There is no property, plant and equipment at the Company level.
11. TRADE AND OTHER RECEIVABLES
30 June 2025 30 June 2024
£ £ £ £
Group Company Group Company
Prepayments 7,701 7,591 5,219 -
Other debtors 11,909 11,540 30,410 30,015
VAT receivable 15,152 7,182 34,649 26,114
34,762 26,313 70,278 56,129
12. Intercompany receivables
30 June 2025 30 June 2024
£ £ £ £
Group Company Group Company
Intercompany loan-Critical Metals Mauritius - 5,693,399 - 4,940,935
- 5,693,399 - 4,940,935
Intercompany receivables represent an intra-group loan facility from Critical
Metals PLC to its subsidiary Critical Metals Mauritius Ltd. The loan is
denominated in USD and attracts interest at 8% per annum. The loan becomes
repayable when the excess cashflows from operations exceed a certain threshold
agreed upon by both parties.
The Group has recognised a loss of £Nil in the profit or loss in respect of
the expected credit losses for the year ended 30 June 2025 (2024. £nil).
13. Cash at bank and in hand
30 June 2025 30 June 2024
£ £ £ £
Group Company Group Company
Cash at bank 7,871 3,541 61,116 46,862
Overdraft (703) - - -
7,167 3,541 61,116 46,862
The carrying amounts of the Group and Company's cash and cash equivalents are
denominated in the following currencies:
30 June 2025 30 June 2024
£ £ £ £
Group Company Group Company
UK Pounds 1,176 768 44,100 44,100
US Dollars 3,962 40 14,297 43
South African Rand 180 180 192 192
Euro 2,553 2,553 2,527 2,527
Overdraft (703) - - -
7,167 3,541 61,116 46,862
14. Investment in subsidiaries
30 June 2025 30 June 2024
£ £
Company Company
Critical Metal Mauritius Ltd 10,000 10,000
10,000 10,000
As at 30 June 2025, the Group owned interests in the following subsidiary
undertakings, which are included in the consolidated financial statements:
Name Incorporation date Holding Class of shares held Business activity Country of incorporation Registered address & principle place of business
Critical Metals Mauritius Ltd 14 September 2021 100% Critical Metals Plc Ordinary shares Holding Mauritius Rue De L'institut 4th Floor Ebene Skies Ebene Mauritiu
Madini Occidental Ltd 27 March 2019 100% Critical Metals Mauritius Ltd Ordinary shares Holding Mauritius 3(rd) Floor, Tower A, 1 Cybercity, Ebene, Mauritius 72201
Madini Holding RDC SARL 14 March 2019 100% Madini Occidental Ltd Ordinary shares Dormant Democratic Republic of the Congo Local 7, 4 Eme Niveau, C/Gombe, V/Kinshasa, P/Kinshasa
MO RDC SA 22 September 2019 100% Madini Occidental Ltd Ordinary shares Holding Democratic Republic of the Congo Conseil, 60 Avenue Uvira, Immeuble Aimee Tower, 11 eme Etage, Gombe, Kinshasa
Minière Molulu SARL 5 April 2019 100% MO RDC SA Ordinary shares Dormant Democratic Republic of the Congo Local 7, 4 Eme Niveau, C/Gombe, V/Kinshasa, P/Kinshasa
Amani Minerals Katanga SA 7 August 2019 70% MO RDC SA Mining & Exploration Democratic Republic of the Congo 33132 Ave Colonel Mondjiba, Quartier Basoko, Ngaliema, Kinshasa, DRC
15. TRADE AND OTHER PAYABLES
30 June 2025 30 June 2024
£ £ £ £
Group Company Group Company
Trade payables 577,566 548,844 984,644 339,223
Other payable and accruals 1,214,032 482,342 213,968 102,572
Deferred consideration 404,856 - 399,734 -
Provision for option relinquishment 78,547 - 84,136 -
Directors loan 9,564 - - -
2,284,565 1,031,186 1,682,482 441,795
Deferred consideration relates to $505,764 (2024: $505,764) USD payable for
the acquisition of the Madini Group. As at report date the amount has not been
paid. Subsequent to year end the amount was paid via the issue of 42,300,000
ordinary shares at 2p per share.
16. Borrowings
30 June 2025 30 June 2024
£ £ £ £
Group Company Group Company
Current
Loan from related party (1) 843,351 - 853,119 -
Loan facility (2) 521,282 521,282 478,530 478,530
Convertible loan note (3) 1,763,960 1,763,960 1,580,104 1,580,104
Bridge loan (4) 567,096 567,096 - -
3,695,689 2,852,338 2,911,753 2,058,634
Non-current
Other borrowings(5) 124,608 124,608 - -
Total borrowings 3,820,297 2,976,946 2,911,753 2,058,634
1- Borrowings consist of an $800,000 (£843,351) USD loan to Madini
Occidental from Baobab investments LLC, an entity controlled by the CEO
Russell Fryer. Refer to note 22 for further information. During the year the
total interest cost recorded through the profit and loss was
2- £49,121. Subsequent to year end the full loan amount including
accrued interest was settled for
3- $800,000 via an issue of ordinary shares in the Company.
4- Borrowings relate to the unsecured facility of up to US$3.0 million at
a fixed 15 percent coupon. By 30 June 2024 the Group had drawn US$650,000,
repaid US$100,000, and transferred US$80,000 into the convertible loan
facility. During October 2024 the loan was novated to a new party at an agreed
rate of $645,000. Per the terms of the agreement default interest began
accruing at Barclays base plus 5 percent. In August 2025 the facility was
fully settled as part of the equity fundraising and readmission, with new
shares issued to extinguish the remaining balance.
5- The Convertible Loan Note (CLN) issued by Critical Metals PLC involves
a principal amount of
6- £1,603,600 with a fixed interest rate of 10% per annum repayable on
9th April 2025. During the year the conversion date was extended to July 2025
where the full amount was converted into ordinary shares in the Company.
£124,379 of interest was recorded through the profit and loss in the current
year. The notes are to be redeemed after one year unless converted into
ordinary shares at a specified conversion price upon a Conversion Event. The
CLN is unsecured and ranks equally with other unsecured obligations.
7- In September 2024, the Company entered into a bridge loan agreement
with NIU Invest SE for up to £455,000 of unsecured convertible loan notes
carrying interest at 1% per month, repayable or convertible by 9 April 2025 at
the lower of the next equity issue price or a 20 percent discount to the
prevailing market price, together with 18,200,000 warrants as set out in note
18. The warrants were valued using a black-scholes technique. A second bridge
facility was executed in December 2024 for £173,913, also unsecured and
non-interest-bearing, convertible into ordinary shares at the lower of £0.02
per share or the lowest issue price prior to conversion. Subsequent to year
end the outstanding balances and any associated conversion rights fully
settled through the issue of new ordinary shares as part of the July 2025
recapitalisation and admission to the main market.
8- In March 2025, the company entered into formal loan agreements with
Orana Corporate LLP (£34,230), Former Director Russell Fryer (£66,664) and
former director Anthony Eastman (£16,374) to document outstanding creditor
balances arising from accrued director and advisory fees. Each facility was
made effective from 1 January 2025, was unsecured, and carries interest at 15
percent per annum, repayable in full within 16 months of the agreement date.
The lenders may, at their discretion, elect to settle repayment through the
issue of ordinary shares at 80 percent of the 10-day volume-weighted average
market price immediately preceding conversion.
17. Share capital and share premium
Class of share Number of shares issued and fully paid Nominal value per share Total nominal value
Ordinary shares 67,389,680 £0.05 £336,948
Number of Shares on Issue Share Capital £ Share Premium £ Total £
Balance at 30 June 2023 62,312,235 311,561 5,606,918 5,918,479
£0.10 Warrants Exercised 1,100,000 5,500 104,500 110,000
£0.05 Warrants Exercised 1,714,286 8,572 77,143 85,715
Fundraise - £0.215m @ £0.095 2,263,159 11,315 203,684 214,999
Cost of share issues - - (10,249) (10,249)
Balance at 30 June 2024 67,389,680 336,948 5,981,996 6,318,944
Movement for the year - - - -
Balance at 30 June 2025 67,389,680 336,948 5,981,996 6,318,944
The Company has only one class of share. All ordinary shares have equal voting
rights and rank pari passu for the distribution of dividends and repayment of
capital.
18. SHARE BASED PAYMENTS AND OTHER EQUITY RESERVE
Group and Company - Other equity 2025 2024
£
Opening balance -
Bridge warrants (Initial) 97,886 -
Bridge warrants (Remainder) 244,634 -
At 31 December 342,520 -
Group and Company - Share based payments 2025 2024
£
Opening balance 276,459 271,260
FD warrants ( ) - 5,199
Lapsed during the year (44,899) -
At 31 December 231,560 276,459
The fair value of the services received in return for the warrants granted are
measured by reference to the fair value of the warrants granted. The estimate
of the fair value of the warrants granted is measured based on the
Black-Scholes valuations model. Measurement inputs and assumptions are as
follows:
Director warrants LEJ and Broker FD warrants Bridge warrants Bridge warrants
warrants (Initial) (Remainder) (1)
Total granted 2,750,000 323,200 600,675 4,200,000 14,000,000
Issue date 12 Sep 2022 12 Sep 2022 9 April 23 Aug 11 Sep
2024 2024 2024
Time to expiry 3 years 3 years 3 years 5 years 5 years
Share price at date of issue of warrants £0.20 £0.20 £.0495 £0.0330 £0.0260
Exercise price £0.05 £0.20 £0.05 £0.05 £0.05
Expected volatility 46.5% 46.5% 46.5% 100% 100%
Risk free interest rate 3.4% 3.4% 3.86% 3.86% 3.86%
2025 2024
Weighted average exercise price Number of options Weighted average exercise price Number of options
Outstanding at the beginning of the year 8.8p 19,245,303 26p 19,698,914
Exercised during the year (Share options) - - 8p (2,814,286)
Expired during the year 9.35p (13,571,428) 10p (240,000)
Granted during the year (Share options) 5p 4,200,000 10p 2,000,000
Granted during the year (Share options) 5p 14,000,000 5p 600,675
Outstanding at the end of the year 5.26p 23,873,875 8.8p 19,245,303
Exercisable at the end of the year 5.26p 23,873,875 8.8p 19,245,303
During the year the Company extended the exercise period of all outstanding
warrants along with the exercise repricing of certain warrants.
On 4(th) August 2025 shareholders voted to consolidate the share capital of
the Company on a 10:1 basis.
19. Risk Management
General objectives and policies
The overall objective of the Board is to set policies that seek to reduce as
far as practical without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are:
Policy on financial risk management
The Group's principal financial instruments comprise cash and cash
equivalents, trade and other receivables, loan notes and trade and other
payables. The Group's accounting policies and methods adopted, including the
criteria for recognition, the basis on which income and expenses are
recognised in respect of each class of financial asset, financial liability
and equity instrument are set out in note 1 - "Accounting Policies".
The Group does not use financial instruments for speculative purposes. The
carrying value of all financial assets and liabilities approximates to their
fair value.
Derivatives, financial instruments and risk management
The Group does not use derivative instruments or other financial instruments
to manage its exposure to fluctuations in foreign currency exchange rates,
interest rates and commodity prices.
Foreign currency risk management
The scope and level of operations that the Group is undertaking has increased
in the current year and will continue to increase in years to come. With the
acquisition of an asset based in the Democratic Republic of Congo the Group
will also increase its exposure to foreign currency risk. Despite the increase
in exposure the directors believe that it is within a reasonable threshold
that it does not materially adversely affect the operations of the Group and
hence they have not entered into any strategies to mitigate the risk at this
stage. In the current period the impact of foreign currency movement is
limited to the impact it has on the relatively small denominations of currency
that the Group holds in foreign currencies.
Credit risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group. The Group
has adopted a policy of only dealing with creditworthy counterparties. The
Group's exposure and the credit ratings of its counterparties are monitored by
the board of directors to ensure that the aggregate value of transactions is
spread amongst approved counterparties.
The Group applies IFRS 9 to measure expected credit losses for receivables,
these are regularly monitored and assessed. Receivables are subject to an
expected credit loss provision when it is probable that amounts outstanding
are not recoverable as set out in the accounting policy. The impact of
expected credit losses was immaterial.
The Group's principal financial assets are cash and cash equivalents, loan
notes and trade and other receivables. Cash equivalents include amounts held
on deposit with financial institutions.
The credit risk on liquid funds held in current accounts and available on
demand is limited because the Group's counterparties are banks with high
credit-ratings assigned by international credit-rating agencies.
No financial assets have indicators of impairment.
The Group's maximum exposure to credit risk is limited to the carrying amount
of financial assets recorded in the financial statements.
Borrowings and interest rate risk
The Group currently has four separate debt facilities as at 30 June 2025 refer
to note 16 for further details. The Group's principal financial assets are
cash and cash equivalents, loan notes and trade and other receivables. Cash
equivalents include amounts held on deposit with financial institutions. The
effect of variable interest rates is not significant as each facility has a
fixed interest rate over the term of the loans.
Liquidity risk
During the period ended 30 June 2025 and year ended 30 June 2024, the Group
was financed by cash raised through equity funding. Funds raised surplus to
immediate requirements are held as short-term cash deposits in Sterling.
The maturities of the cash deposits are selected to maximise the investment
return whilst ensuring that funds will be available as required to maintain
the Group's operations.
In managing liquidity risk, the main objective of the Group is to ensure that
it has the ability to pay all of its liabilities as they fall due. The Group
monitors its levels of working capital to ensure that it can meet its
liabilities as they fall due.
The table below shows the undiscounted cash flows on the Group's financial
liabilities on the basis of their earliest possible contractual maturity.
For the Group:
Total Within 2 months Within 2-6
£ £ months
£
At 30 June 2025
Trade payables 577,566 577,566 -
Borrowings 3,820,297 3,820,297 -
Other payable and accruals 1,214,032 1,214,032 -
Deferred consideration 404,856 404,856 -
Option relinquishment 78,547 - 78,546
6,095,298 6,016,751 78,546
Total Within 2 Within 2-6
£ months months
£ £
At 30 June 2024
Trade payables 984,644 984,644 -
Borrowings 2,911,753 - 2,911,753
Other payable and accruals 622,505 622,505 -
Deferred consideration 399,734 - 399,734
Option relinquishment 84,136 - 84,136
5,002,772 1,607,149 6,609,921
And for the Company:
Total Within 2 Within 2-6
£ months months
£ £
At 30 June 2025
Trade payables 548,844 548,844 -
Borrowings 2,976,946 2,976,946 -
3,525,790 3,525,790 -
Total Within 2 months Within 2-6 months
£ £ £
At 30 June 2024
Trade payables 339,223 339,223 -
Borrowings 2,058,634 - 2,058,634
2,397,857 339,223 2,058,634
Capital management
The Group manages its capital to ensure that it will be able to continue as a
going concern while maximising the return to stakeholders. The overall
strategy of the Group is to minimise costs and liquidity risk.
The capital structure of the Group consists of equity attributable to equity
holders of the Group, comprising issued share capital, reserves and retained
earnings as disclosed in the consolidated statement of changes of equity.
The Group is exposed to a number of risks through its normal operations, the
most significant of which are interest, credit, foreign exchange, commodity
and liquidity risks. The management of these risks is vested to the board of
directors.
20. FINANCiaL ASSETS AND FINANCIAL LIABILITIES
For the Group:
2025 Financial assets at fair value through profit or loss Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets / liabilities £ £ £ £
Trade and other receivables - 11,909 - 11,909
Cash and cash equivalents - 7,167 - 7,167
Trade and other payables - - (646,988) (646,988)
Borrowings - - (3,820,297) (3,820,297)
Deferred consideration - - (404,856) (404,856)
- 19,076 (4,872,141) (4,853,065)
2024 Financial assets at fair value through profit or loss Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets / liabilities £ £ £ £
Trade and other receivables - 30,410 - 30,410
Cash and cash equivalents - 61,116 - 61,116
Trade and other payables - - (984,664) (984,664)
Borrowings - - (2,911,753) (2,911,753)
Deferred consideration - - (399,734) (399,734)
- 91,526 (4,296,151) (4,204,625)
For the Company:
2025 Financial assets at fair value through profit or loss Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets / liabilities £ £ £ £
Trade and other receivables - 11,540 - 11,540
Intercompany receivable - 5,693,399 - -
Cash and cash equivalents - 3,541 - 3,541
Trade and other payables - - (617,628) (617,628)
Borrowings - - (2,976,946) (2,976,946)
- 5,708,480 (3,594,574) 2,113,906
2024 Financial assets at fair value through profit or loss Financial assets at amortised cost Financial liabilities at amortised cost Total
Financial assets / liabilities £ £ £ £
Trade and other receivables - 30,015 - 30,015
Cash and cash equivalents - 46,862 - 46,862
Intercompany receivable 4,940,935 4,940,935
Trade and other payables - - (339,223) (339,223)
Borrowings - - (2,058,634) (2,058,634)
- 5,017,812 (2,397,857) 2,619,955
21. RECONCILIATION OF NET CASHFLOWS TO MOVEMENT IN DEBT
As at 1 July 2024 Cash flows Non cash charges As at 30 June 2025
£ £ £ £
Cash and cash equivalents
Cash 61,116 (53,228) (721) 7,167
Borrowings
Loan (2,911,753) (609,220) (299,324) (3,820,297)
Total (2,850,637) (662,448) (300,045) (3,813,130)
Material non-cash charges for the year include a) £266,039 of accrued
interest; b) £117,268 relating to the conversion of trade creditors into
loans and c) (£83,983) of foreign exchange difference on borrowings.
As at 1 July 2023 Cash flows Non cash charges As at 30 June 2024
£ £ £ £
Cash and cash equivalents
Cash 411,696 (352,637) 2,057 61,116
Borrowings
Loan (805,729) (1,875,580) (230,444) (2,911,753)
Total (394,033) (2,228,217) (228,387) (2,850,637)
Material non-cash charges for the year are £158,682 of accrued interest
expense and £11,244 of finance charges.
For the Company:
As at 1 July 2024 Cash flows Non cash As at 30 June 2025
charges
£ £ £ £
Cash and cash equivalents
Cash 46,862 (43,321) - 3,541
Borrowings
Loan (2,058,634) (609,220) (309,092) (2,976,946)
Total (2,011,772) (652,541) (309,092) (2,973,405)
Material non-cash charges for the year include a) £216,917 of accrued
interest and b) £117,268 relating to the conversion of trade creditors into
loans.
As at 1 July 2023 Cash flows Non cash As at 30 June 2024
charges
£ £ £ £
Cash and cash equivalents
Cash 357,481 (310,619) - 46,862
Borrowings
Loan - (1,875,847) (182,787) (2,058,634)
Total 357,481 (2,186,466) (182,787) (2,011,772)
Material non cash charges for the year are £109,984 of accrued interest
expense and £11,244 of finance charges.
22. Related party transactions
Details of directors' remuneration during the year are given in Directors'
Report.
Loan to Baobab Asset Management LLC
As part of the acquisition of Madini Occidental the Group acquired a $800,000
USD loan from Baobab Asset Management LLC, a company controlled by the CEO
Russell Fryer, to Madini Occidental. The loan accrues interest at 6%,
compounds annually and is payable on demand. As at 30 June 2025 the balance of
the loan and accrued interest is $1,142,967 USD (£843,351). Subsequent to
year end the loan amount was converted into shares in the Company. Refer to
note 25 for further information.
Luhlaza advisory
During the year the Company paid £2,443 to Luhlaza advisory and consulting
Pty Ltd, a Company related to Avinash Bisnath for consulting work.
Director Loan
To meet working capital requirements, the Company's Director, JP Tshienda,
personally covered certain expenses on behalf of the Company. The amount is
unsecured and carries no interest. The total balance as at 30 June 2025 is
£9,564.
Deferred consideration
As of 30 June 2025, the Group owed deferred consideration of US$252,882
(approximately £210,000) to Russell Fryer, a related party, in connection
with the acquisition of the Madini Group. Subsequent to year-end, this balance
was settled through the issue of 2,100,000 ordinary shares at £0.02 per share
as part of the Group's August 2025 recapitalisation. The transaction fully
extinguished the liability owed to Mr. Fryer.
23. commitmentS And contingencies
There were no capital commitments or contingent liabilities at 30 June 2025
(2024: nil).
24. ultimate controlling party
As at 30 June 2025 there was no ultimate controlling party. Subsequent to year
end due to the capital re-organisation (note 25) NIU Invest SE is considered
the ultimate controlling party of the Company and holds 69.62% of the share
capital.
25. POST BALANCE SHEET EVENTS
Issue of equity and debt conversion
In August 2025 the Company completed a number of debt conversions and new
share issues as part of its recapitalisation. The Convertible Loan Notes
issued in April 2025 for gross proceeds of £1,603,600 automatically converted
into 17,639,600 new ordinary shares at a fixed price of £0.10 per share upon
publication of the Prospectus. In addition, new equity was raised through a
subscription and retail offer, comprising 47,824,100 new ordinary shares, of
which 17,128,057 were issued to participating shareholders and 30,696,043 were
subscribed by NIU Invest SE (NIU).
The following debt instruments held by NIU were converted into ordinary shares
of the Company:
Instrument Liability Conversion price Shares issued
September 2023 facility £553,360 £.10 5,533,596
Bridge Convertible loan note £477,750 £0.10 4,777,500
December Bridge £173,913 £0.02 8,695,650
Deferred consideration arising on the acquisition of Madini Occidental SARL
was settled through the issue of shares, with 2,130,000 shares at £0.10
issued to Madini Minerals and 2,100,000 shares to Mr Russell Fryer, both at
the same conversion price. In addition, Baobab Asset Management LLC, an entity
associated with Mr Fryer, assigned its interest in an unsecured US$800,000
loan to the Company in exchange for 6,324,111 new ordinary shares.
The Company issued 2,080,068 warrants in aggregate as part of the
recapitalisation and financing arrangements. The warrants entitle holders to
subscribe for new ordinary shares at an exercise price of £0.10 per share for
a period of approximately two years following admission, as detailed in the
warrant deeds and the Prospectus. When exercised, the shares issued under the
warrants will rank pari passu in all respects with the existing ordinary
shares.
Additionally, the Group settled the deferred consideration arising on the
acquisition of the Madini Group through the issue of new ordinary shares. A
total of 4,230,000 new ordinary shares were issued at the same conversion
price used for the August recapitalisation, allocated as follows: 2,130,000
shares to Madini Minerals and 2,100,000 shares to Mr Russell Fryer. This
transaction fully settles the deferred consideration previously disclosed in
Note 15 (US$505,764 outstanding at 30 June 2025).
Board changes
Subsequent to year end, the Company announced changes to its Board of
Directors. On 2 September 2025, Mr Russell Fryer resigned as Chairman and
Chief Executive Officer. On the same date, Mr Ali Farid Khwaja was appointed
as Chairman and Chief Executive Officer.
On 29 October 2025 the Board has appointed Mr Danilo Lange, as Chief Operating
Officer and Ms Selina Hayes and Mr. Kriss Tremaine, as Non-Executive Directors
of the Company with immediate effect. Mr Kelvin Williams, currently a
Non-Executive Director of the Board will step down from his current position
to become Non-Executive Chairman of the Company, with immediate effect
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