REG - Critical Metals PLC - Interim Results
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RNS Number : 3905R Critical Metals PLC 03 February 2026
3 February 2026
Critical Metals plc
("Critical Metals" or the "Company")
Interim Results
Critical Metals plc, a mining company established to acquire mining
opportunities in the critical and strategic metals sector, currently
developing the Molulu Copper/Cobalt Project ("Molulu"), is pleased to announce
its interim results for the six-month period ended December 2025.
Highlights
· In August 2025, the Company announced the successful fundraising
of approximately £1.2 million from NIU Invest SE ("NIU"), the retail share
offer conducted by the Bookbuild platform, and the conversion of convertible
loan notes.
· A number of board changes took place during the period, including the
appointment of Danilo Lange as interim CEO, Mr Kelvin Williams as
Non-Executive Chairman, Ms Selina Hayes and Mr Kriss Tremaine as Non-Executive
Directors.
· Continued support and commitment by NIU, the Company's largest
shareholder, with a £2.1 million fundraise through a convertible loan note
· Share issues throughout the period enabled the Company to
restructure and address several legacy issues, including the reduction of
debt.
· Funds raised will be used to advance business development
activities, general working capital and progress exploration work at Molulu.
Danilo Lange, Interim CEO of Critical Metals, said:
"It has been a challenging period for the company, with financial constraints,
limiting our operational activity at Molulu as well as our ability to invest
in other projects. However, I am pleased to say that we have made significant
strides in stabilising the Company. The continued support from NIU, our
majority shareholder, has enabled the Company to strengthen its board and
stabilise the Company, positioning it for sustainable growth. We look forward
to updating shareholders on our progress in due course."
Chairman's Statement
The six-month period under review has been one of transition, marked by
changes in leadership and a continued focus on stabilising the business and
positioning the Company for sustainable progress.
Throughout the second half of 2025, the Board and management team have
continued to carefully manage operational activities and working capital in
line with available funding. The completion of the Company's restructuring and
fundraising in August 2025, largely supported by NIU Invest SE ("NIU"), our
majority shareholder, enabled the Company to address a number of legacy
issues, including the reduction of debt, and provided a platform for
restructuring and moving forward.
Importantly, on 31 December 2025, the Company successfully raised an
additional £2.1 million through a Convertible Loan Note with NIU. This
financing demonstrates NIU's support and commitment to the Company's success,
strengthens working capital and cash liquidity, and is intended to support the
advancement of revenue-generating opportunities in the coming year.
The audited accounts for the year ended 30 June 2025 were not presented by the
original deadline due to processing difficulties, which resulted in the
temporary suspension of the Company's shares. While this was disappointing,
the Board has taken the matter seriously and has implemented measures to
strengthen financial reporting processes, internal controls and adviser
coordination. We remain fully committed to high standards of corporate
governance, risk management and regulatory compliance, and to ensuring that
such issues do not recur.
Looking ahead, the Board's strategy is focused on restoring confidence,
maintaining financial discipline and prioritising opportunities that can
deliver near-term revenues while supporting longer-term value creation. This
will be underpinned by a continued emphasis on cost control, operational
focus, and strengthening the Company's governance framework as it transitions
into its next phase of development.
On behalf of the Board, I would like to thank our shareholders, employees and
wider stakeholders for their continued support and patience during this period
of change. We recognise the challenges faced over the past year and remain
focused on building a more resilient, transparent and reliable company for the
benefit of all stakeholders.
Kelvin Williams
Chairman
For further information on the Company, please
visit https://www.criticalmetals.co.uk/ (https://www.criticalmetals.co.uk/)
or contact:
Critical Metals plc c/o
Danilo Lange Critical@stbridespartners.co.uk (mailto:Critical@stbridespartners.co.uk)
St Brides Partners Ltd
Financial PR Critical@stbridespartners.co.uk (mailto:Critical@stbridespartners.co.uk)
Ana Ribeiro / Charlotte Page
Consolidated statement of Financial Position for the six months ended 31
December 2025
Notes 6 months to 31 December 2025 (unaudited) 6 months to 31 December 2024 (unaudited)
£ £
Continuing operations
Revenue from continuing operations - -
Cost of sales - -
Gross Profit - -
Other expenses (489,026) (904,477)
Exploration expenditure (38,799) (61,480)
Earnings before interest, taxation, depreciation and amortisation (527,825) (965,957)
Debt forgiveness 837,729 -
Depreciation (52,466) (55,756)
Finance charge (84,567) (60,028)
Interest expenditure (39,114) (97,671)
Profit/ (Loss) before taxation 133,758 (1,179,412)
Income tax -
Profit /(Loss) for the year from continuing operations attributable to the 133,757 (1,179,412)
owners of the company
Attributable to:
Owners of the company 173,458 (1,146,675)
Non-controlling interest (39,701) (32,737)
133,757 (1,179,412)
Other comprehensive income
Translation of foreign operations (65,467) (18,394)
Total other comprehensive profit (loss) (65,467) (18,394)
Total comprehensive profit (loss) for the year 68,290 (1,197,806)
Total comprehensive profit (loss) attributable to:
Owners of the company 107,992 (1,165,069)
Non-controlling interest (39,700) (32,737)
68,290 (1,197,806)
Earnings per share (basic and diluted) attributable to the equity holders 3 0.192 (17.5)
(pence)
The consolidated statement of comprehensive income has been prepared on the
basis that all operations are continuing operations.
Notes As at As at
31 December 2025 30 June 2025
(Unaudited) (Audited)
£ £
NON-CURRENT ASSETS
Property, plant & equipment 4,169,816 4,168,523
TOTAL NON-CURRENT ASSETS 4,169,816 4,168,523
CURRENT ASSETS
Trade and other receivables 85,307 34,763
Cash at bank and in hand 21,138 7,167
TOTAL CURRENT ASSETS 106,445 41,929
TOTAL ASSETS 4,260,261 4,210,452
NON-CURRENT LIABILITIES
Borrowings - 124,608
TOTAL LIABILITIES - 124,608
CURRENT LIABILITIES
Trade and other payables 622,752 2,284,565
Borrowings 524,731 3,695,689
TOTAL LIABILITIES 1,147,483 6,104,862
NET ASSETS/ (LIABILITIES) 3,128,756 (1,894,410)
EQUITY
Called up share capital 4 384,460 336,948
Share premium account 4 10,889,360 5,981,996
Other equity reserve 342,520 342,520
Share based payment reserve 231,560 231,560
Foreign exchange reserve 194,930 260,397
Retained losses (8,233,365) (8,475,823)
Equity attributable to equity holders of the parent 3,809,465 (1,253,402)
Non-controlling interest (680,709) (641,008)
TOTAL EQUTY /(DEFICIT) 3,128,756 (1,894,410)
Consolidated statement of Changes in Equity for the six months ended 31
December 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 equity
£ £ £ £ £ £ £ £ £
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) (2,286,424)
Warrants issued during the year - - 342,520 - - 342,520 - 342,520
Warrants lapsed in the year - - (44,899) - 44,899 - - -
Total transactions with owners - - 297,621 - 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)
Profit for the period - - - - - 173,458 173,458 (39,701) 133,757
Other comprehensive income - - - - (65,467) - (65,467) - (65,467)
Total comprehensive loss for the period - - (65,467) 173,458 107,991 (39,701) 68,290
Shares issued during the period 47,512 4,933,364 - - - - 4,980,876 - 4,980,876
Share issue cost - (26,000) - - - - (26,000) - (26,000)
Total transactions with owners 47,512 4,907,364 - - - - 4,954,876 - 4,954,876
31 December 2025 384,460 10,889,360 342,520 231,560 194,930 (8,233,365) 3,809,465 (680,709) 3,128,756
Consolidated statement of Cashflows for the 6 month period ended 31 December
2025
31 December 2025 (unaudited) 31 December 2024 (unaudited)
£ £
Cash from operating activities
Profit/ (loss) for the Period 133,757 (1,179,412)
Adjustments for:
Depreciation 52,466 55,756
Interest payable 39,114 97,627
Finance charge - 34,228
Debt forgiveness (837,729) -
Foreign exchange (45,965) 84,726
Operating cashflow before working capital movements (658,357) (907,075)
Increase in trade and other receivables (50,441) (16,542)
Increase / (Decrease) increase in trade and other payables (962,347) 345,121
Net cash used in operating activities (1,671,145) (578,496)
Cash from financing activities
Net Proceeds on the issue of shares 1,291,032 687,691
Proceeds of borrowings 393,939 -
Net cash from financing activities 1,684,971 687,691
Cash from investing activities
Payments for development asset - -
Purchase of tangible fixed assets - (123,298)
Net cash used in investing activities - (123,298)
Net (decrease) / increase in cash and cash equivalents 13,826 (14,103)
Cash and cash equivalents at beginning of year 7,167 61,116
Foreign exchange 145 -
Cash and cash equivalents at end of period 21,138 47,013
The following material non-cash items occurred during the period:
· Forgiveness of $344,108 USD of accrued interest on a related party
loan; and
· Forgiveness of $777,625 USD of historical payables owed by the
Group
Notes to the financial statements for the 6 months ended 31 december 2025
1. General Information
The condensed consolidated interim financial statements of Critical Metals plc
(the "Company") and its subsidiary (together the "Group") for the six-month
period ended 31 December 2025 have been prepared in accordance with Accounting
Standard IAS 34 Interim Financial Reporting.
The interim report does not include all the notes of the type normally
included in an annual financial report. Accordingly, this report is to be read
in conjunction with the annual report for the year ended 30 June 2025, which
was prepared in accordance with UK adopted International Accounting Standards
(IFRS) and the Companies Act 2006, and any public announcements made by
Critical Metals plc during the interim reporting period and since.
These condensed consolidated interim financial statements do not constitute
statutory accounts as defined in Section 434 of the Companies Act 2006. The
Group's statutory financial statements for the year ended 30 June 2024
prepared under IFRS have been filed with the Registrar of Companies. The
auditor's report on those financial statements was unqualified and did not
contain a statement under Section 498(2) of the Companies Act 2006. These
condensed interim financial statements have not been audited.
Basis of preparation - going concern
The interim consolidated financial statements have been prepared under the
going concern assumption, which presumes that the Group will be able to meet
its obligations as they fall due for the foreseeable future.
At 31 December 2025 the Group had cash reserves of £21,138 (30 June 2025:
£47,013).
The Directors have made an assessment of the Group's ability to continue as a
going concern and are satisfied that the Group has adequate resources to
continue in operational existence for the foreseeable future. The Group,
therefore, continues to adopt the going concern basis in preparing its
consolidated financial statements.
The financial information of the Group is presented in British Pounds Sterling
(£).
Accounting policies
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, which are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
The accounting policies adopted are consistent with those of the previous
financial year and corresponding interim reporting period.
Critical accounting estimates and judgements
The preparation of interim consolidated financial information requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities and the reported amounts of income and expenses during the
reporting period. Although these estimates are based on management's best
knowledge of current events and actions, the resulting accounting estimates
will, by definition, seldom equal related actual results.
In preparing the interim financial information, the significant judgements
made by management in applying the Group's accounting policies and the key
sources of estimation uncertainty were the same as those that applied to the
financial statements for the year ended 30 June 2024.
1.1. New and amended standards adopted by the Group.
A number of new or amended standards became applicable for the current
reporting period. These new/amended standards do not have a material impact on
the Group, and the Group did not have to change its accounting policies or
make retrospective adjustments as a result of adopting these standards.
The Group is not affected materially by the effects of seasonality. Regardless
of this fact comparative figures to the period ending 31 December 2024 have
been included for comparability and increase the comprehensibility of the
financial statements.
The directors have concluded that there are no key assumptions concerning the
future and other key sources of estimation uncertainty at the reporting date
that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year.
2. Segmental analysis
The Group has two reportable segments, Exploration 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:
Exploration: the exploration 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 external revenue during the period ended 31 December
2025 (2024:£nil).
Segmental results are detailed below:
Exploration Corporate Total
£ £ £
Operating profit / (loss) from continued operations per reportable segment 671,665 (537,908) 133,757
Reportable segment assets 4,139,267 136,992 4,276,259
Reportable segment liabilities 186,065 961,438 1,147,503
Net assets 3,953,202 (824,446) 3,128,756
3. 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
6 months to 31 December 2025 6 months to 31 December 2024
Profit /(Loss) for the year from continuing operations for the owners of the 133,757 (1,179,412)
Company - £
Weighted number of ordinary shares in issue 82,031,651 6,738,968
Basic earnings per share from continuing operations - pence 0.192 (17.5)
On 4 August 2025 the Company completed a share consolidation on the basis of
10 existing ordinary shares being consolidated into 1 new ordinary shares. The
weighted average number of shares for all periods presented has been adjusted
retrospectively to reflect the share consolidation.
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.
4. Share capital and share premium
Class of share Number of shares issued and fully paid Nominal value per share Total nominal value
Ordinary shares 101,763,526 £0.0005 £50,881
Deferred shares 667,157,832 £0.0005 £333,578
Number of Shares on Issue Share Capital £ Share Premium £ Total £
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
Share Consolidation (1) (60,650,712)
Share subscription ( 2) 47,824,100 23,911 932,571 956,482
CLN Shares (2) 17,639,600 8,820 1,755,140 1,763,960
Baobab shares (3) 6,324,111 3,162 629,249 632,411
Deferred consideration shares (4) 4,230,000 2,115 420,885 423,000
Facility shares (5) 5,533,597 2,767 550,593 553,360
Bridge loan shares (5) 4,777,500 2,389 475,361 477,750
December bridge loan shares (5) 8,695,650 4,348 169,565 173,913
Balance at 31 December 2025 101,763,526 384,460 10,915,360 11,299,820
( )
(1) ) (On 4th August 2025 connection with the proposed subscription, the
Company announced a share capital reorganisation to reduce the nominal value
of its ordinary shares, as the issue price is below the existing nominal
value. Each existing ordinary share of £0.005 was redesignated into one
ordinary share of £0.00005 and 99 deferred shares of £0.00005, followed by a
10-for-1 consolidation of the ordinary shares. The deferred shares carry no
voting or economic rights other than on a winding up and are not admitted to
trading)
(2) )(On 8 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.)
(3) ) (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 at £0.10 per share.)
(4) )(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 owed.)
(5) )(As part of the debt conversions the September facility , Bridge CLN
and December bridge were converted into equity at the below conversion
prices:)
(i. September facility - £0.10)
(ii. Bridge CLN - £0.10)
(iii. December bridge - £0.02)
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.
5. Events subsequent to PERIOD end
There were no events subsequent to period end.
About Critical Metals
Critical Metals PLC has holds an indirect 70% interest in the Molulu
copper/cobalt project, an ex-producing medium-scale asset in the Katangan
Copperbelt in the Democratic Republic of Congo. In line with its investment
strategy of focusing primarily on known deposits, targeting projects with low
entry costs and the potential to generate short-term cash flow; the Company
intends to produce 120,000t/per annum of Copper Oxide Ore.
The Company will continue to identify future assets that are in line with its
stated acquisition objective of low CAPEX and OPEX projects with near-term
production, concentrating on minerals that are perceived to have strategic
importance to future economic growth and generate significant value for
shareholders.
A copy of these results will be made available on the Company's website at
www.critical metals.co.uk.
**ENDS**
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